Item 4. Purpose of Transaction
Item 4 is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:
The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Except as described herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs
(a) through (j) of this Item 4.
The Reporting Person may, from time to time, purchase additional securities of the Issuer either in the open market
or in privately negotiated transactions, depending upon the Reporting Persons evaluation of the Issuers business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Person,
general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Person may also decide to hold or dispose of all or part of his investment in the securities of the Issuer and/or enter
into derivative transactions with respect to the securities of the Issuer (including entering into transactions that increase or hedge their economic exposure to the Class A Common Stock without affecting his beneficial ownership of
Class A Common Stock or Class B Common Stock). The Reporting Person will vote his shares Class A Common Stock and Class B Common Stock in such manner as he deems advisable. From time to time, the Reporting Person may discuss the
Issuer, and exchange information, with the Issuers management or board of directors, other stockholders of the Issuer, industry analysts, existing or potential strategic partners, acquirers or competitors of the Issuer, investment and
financing professionals, sources of credit, and other investors.
On July 14, 2022, the GRAT transferred 1,835 shares of Class B Common Stock to
the Reporting Person (the July GRAT Annuity Distribution). The GRATs trust instrument requires an annual annuity payment to the Reporting Person, and the July 2022 GRAT Annuity Distribution was effected in satisfaction of
such annuity payment requirements. The July 2022 GRAT Annuity Distribution was a transfer for no value, without the payment or receipt of any funds or other consideration by the Reporting Person in exchange therefor.
Item 5. Interest in Securities of the Issuer
Item 5
is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:
(a) The Reporting Person is the beneficial
owner of 52,629,508 shares of Class B Common Stock, 64,825 shares of Class A Common Stock, and 49,546 shares of Class A Common Stock of the Issuer that will vest within 60 days of the date hereof, representing in the aggregate
approximately 6.79% of the outstanding Class A Common Stock of the Issuer. Such percentage calculation is (i) based on 724,106,449 shares of Class A Common Stock outstanding as of August 3, 2022, and (ii) assumes (a) the
conversion of 52,629,508 shares of Class B Common Stock held by the Reporting Person into 52,629,508 shares of Class A Common Stock and (b) the issuance of 49,546 shares of Class A Common Stock upon settlement of 115,648
restricted stock units that will vest within 60 days of the date hereof.
Each share of Class B Common Stock is convertible at any time into one
share of Class A Common Stock at the option of the holder and has no expiration date. Additionally, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfer, whether or not for
value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuers Amended and Restated Certificate of Incorporation. Each share of Class B Common Stock is entitled to ten votes per share,
whereas each share of Class A Common Stock is entitled to one vote per share.
(b) The Reporting Person has sole voting and sole dispositive power
over an aggregate of 52,629,508 shares of Class B Common Stock of the Issuer. The Reporting Persons shares of Class B Common Stock and Class A Common Stock currently represent, collectively, approximately 10.48% of the voting
power of Issuers outstanding capital stock.
(c) Other than as described under Item 4, the Reporting Person has not effected any other transactions
in the shares of the Issuer during the past 60 days.