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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 06/02/2022 | M | 1,245 | (4) | (4) | Common Stock | 1,245 | $ 0 | 0 | I | See Footnote (6) | |||
Restricted Stock Units | (3) | 06/02/2022 | A | 2,408 | (5) | (5) | Common Stock | 2,408 | $ 0 | 2,408 | I | See Footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Grafer John Richard TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
X | Affiliate of reporting person | ||
Satori Capital, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
X | Affiliate of reporting person | ||
SCGPM, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
Satori Capital Strategic Opportunities GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
Satori Capital III GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
Satori Capital Strategic Opportunities, LP 2501 N. HARWOOD STREET 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
Satori Capital III, LP 2501 N. HARWOOD STREET 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
VANDERBECK SUNNY 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person | |||
Eisenman Randy 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
Affiliate of reporting person |
/s/ John Richard Grafer | 06/06/2022 | |
**Signature of Reporting Person | Date | |
Satori Capital, LLC; By /s/ Sunny Vanderbeck; Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
SCGPM, LLC By: /s/ Sunny Vanderbeck Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
Satori Capital III GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities, LP By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
Satori Capital III, LP By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 06/06/2022 | |
**Signature of Reporting Person | Date | |
/s/ Sunny Vanderbeck | 06/06/2022 | |
**Signature of Reporting Person | Date | |
/s/ Randy Eisenman | 06/06/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported shares were acquired upon the vesting of time-based restricted stock units ("RSUs") granted on June 7, 2021. Each RSU converted into one share of the Issuer's common stock. |
(2) | Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori Capital Strategic Opportunities, LP ("Satori CSO") and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of Satori Capital III, LP ("SCIII"). SCGPM, LLC ("SCGPM") is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC ("Satori Capital"), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Grafer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by Satori CSO and SCIII. Mr. Grafer disclaims beneficial ownership of the securities owned by Satori CSO and SCIII, and the filing of this Form 4 shall not be deemed an admission that Mr. Grafer is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
(3) | Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. |
(4) | On June 7, 2021, the reporting person received a grant of 1,245 RSUs, which vested in full on the earlier of the first anniversary of the grant date or the date of the Issuer's annual meeting to be held in 2022. |
(5) | The reporting person received a grant of 2,408 RSUs, of which 100% will vest on June 2, 2023, subject to continued service. |
(6) | The RSUs were granted to Mr. Grafer, a partner at Satori Capital, in connection with his service as a member of the board of directors of the Issuer. Pursuant to the policies of Satori Capital, Mr. Grafer holds these RSUs as a nominee on behalf of, and for the sole benefit of, Satori Capital. Mr. Grafer disclaims beneficial ownership of the RSUs, and the filing of this Form 4 shall not be deemed an admission that Mr. Grafer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Satori Capital is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. |