The information required by Items 4(a)(c) is set forth in Rows 511 of the cover page for the Reporting Person hereto and is
incorporated herein by reference.
(a) Amount beneficially owned:
As of December 31, 2021, Mr. Kleeger beneficially owned 1,945,884 shares of the Issuers Class B common stock, par value
$0.0001 per share (the Class B Common Stock and, collectively with the Class A Common Stock, the Common Stock), consisting of (i) 858,333 shares held directly by Mr. Kleeger, (ii) 111,111 shares held by a
family trust, (iii) 111,111 shares held by a family trust, (iv) 166,667 shares held by a family GRAT and (v) 698,662 shares of Class B Common Stock issuable pursuant to stock options held directly by Mr. Kleeger that are exercisable within
60 days of December 31, 2021. Mr. Kleeger shares voting and investment control over the shares held by the family trusts and family GRAT.
Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the
holder or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the holder continues to hold sole voting and dispositive power with respect
to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuers initial public offering,
(4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B
Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock. The holders of Class B Common Stock are entitled to ten votes per share and the
holders of Class A Common Stock are entitled to one vote per share.
(b) Percent of class:
Based on (i) 15,052,658 shares of Class A Common Stock and (ii) 77,171,300 shares of Class B Common Stock issued and outstanding, in
each case as of December 31, 2021, and the information set forth in (a) above, Mr. Kleeger beneficially owned (A) 11.4% of the outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned
by Mr. Kleeger as converted for purposes of computing this percentage), and (B) 2.1% of the outstanding Common Stock, representing 2.5% of the total voting power of the Issuers outstanding Common Stock.
(c) Number of shares as to which the person has:
|
(i)
|
Sole power to vote or to direct the vote: 1,556,995
|
|
(ii)
|
Shared power to vote or to direct the vote: 388,889
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 1,556,995
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 388,889
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person
|
Not applicable
4