If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of §§
240.13d-1(e),
240.13d01(f) or
240.13d-1(g),
check the following box ☐.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
2
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Richard Sands
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 2,412,503
Class B Shares 7,307,242
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 807,258
Class B Shares 0
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 78,601
Class B Shares 37,350
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 6,557,350
Class B Shares 22,746,786
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 6,635,951 (29,420,087 if Class B Shares were converted)
Class B Shares 22,784,136
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 3.9% (15.1% if Class B Shares were
converted)
Class B Shares 97.6%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
2
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
3
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Robert Sands
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 2,750,593
Class B Shares 7,280,906
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 807,258
Class B Shares 0
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 586,297
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 6,557,350
Class B Shares 22,746,786
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 7,143,805 (29,890,747 if Class B Shares were converted)
Class B Shares 22,746,942
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 4.2% (15.4% if Class B Shares were
converted)
Class B Shares 97.4%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
3
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
4
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Abigail Bennett
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 58,030
Class B Shares 20,695
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 1,578,822
Class B Shares 8,012,712
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 58,188
Class B Shares 20,851
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 326,770
Class B Shares 0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,637,010 (9,670,573 if Class B Shares were converted)
Class B Shares 8,033,563
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 1.0% (5.4% if Class B Shares were converted)
Class B Shares 34.4%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
4
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
5
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
Zachery Stern
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 33,415
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 1,578,822
Class B Shares 8,012,712
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 33,415
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 326,770
Class B Shares 0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,612,237 (9,624,949 if Class B Shares were converted)
Class B Shares 8,012,712
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0.9% (5.4% if Class B Shares were converted)
Class B Shares 34.3%
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
5
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
6
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
A&Z 2015 BUSINESS HOLDINGS LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 1,252,052
Class B Shares 8,012,712
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 1,252,052
Class B Shares 8,012,712
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,252,052 (9,264,764 if Class B Shares were converted)
Class B Shares 8,012,712
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0.7% (5.2% if Class B Shares were converted)
Class B Shares 34.3%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
7
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
A&Z 2015 BUSINESS MANAGEMENT LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 1,252,052
Class B Shares 8,012,712
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 1,252,052
Class B Shares 8,012,712
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 1,252,052 (9,264,764 if Class B Shares were converted)
Class B Shares 8,012,712
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0.7% (5.2% if Class B Shares were converted)
Class B Shares 34.3%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
8
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
The Stockholders Group described in Item 2
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
Not Applicable
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Not Applicable
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 7,222,406
Class B Shares 22,600,860
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 7,222,248
Class B Shares 22,784,136
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 7,222,406 (30,006,698 if Class B Shares were converted)
Class B Shares 22,784,292
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 4.2% (15.4% if Class B Shares were
converted)
Class B Shares 97.6%
|
14
|
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
9
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RCT 2015 BUSINESS HOLDINGS LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,350,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,350,000
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted)
Class B Shares 1,350,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 5.8%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
10
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RCT 2015 BUSINESS MANAGEMENT LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,350,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,350,000
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted)
Class B Shares 1,350,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 5.8%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
11
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RHT 2015 BUSINESS HOLDINGS LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,350,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,350,000
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted)
Class B Shares 1,350,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 5.8%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
12
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RHT 2015 BUSINESS MANAGEMENT LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,350,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,350,000
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,350,000 if Class B Shares were converted)
Class B Shares 1,350,000
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 5.8%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
13
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RSS 2015 BUSINESS HOLDINGS LP
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,412,492
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,412,492
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,412,492 if Class B Shares were converted)
Class B Shares 1,412,492
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 6.1%
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
14
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RSS 2015 BUSINESS MANAGEMENT LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 1,412,492
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 0
Class B Shares 1,412,492
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 0 (1,412,492 if Class B Shares were converted)
Class B Shares 1,412,492
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 0% (0.8% if Class B Shares were converted)
Class B Shares 6.1%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
15
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
WILDSTAR PARTNERS LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 5,750,092
Class B Shares 22,746,786
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 5,750,092 (28,496,878 if Class B Shares were converted)
Class B Shares 22,746,786
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 3.4% (14.7% if Class B Shares were
converted)
Class B Shares 97.4%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
|
|
|
CUSIP No. Class A 21036P 10 8
Class B 21036P 20 7
|
|
Page
16
of 26
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSONS
RRA&Z HOLDINGS LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
8
|
|
SHARED VOTING POWER
Class A Shares 0
Class B Shares 0
|
|
9
|
|
SOLE DISPOSITIVE POWER
Class A Shares 0
Class B Shares 0
|
|
10
|
|
SHARED DISPOSITIVE POWER
Class A Shares 5,750,092
Class B Shares 22,746,786
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares 5,750,092 (28,496,878 if Class B Shares were converted)
Class B Shares 22,746,786
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Class A Shares 3.4% (14.7% if Class B Shares were
converted)
Class B Shares 97.4%
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
Page
17
of 26
Amendment No. 6 to Schedule 13D
This Amendment is being filed by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, A&Z 2015 Business Holdings LP, a Delaware
limited partnership (A&Z 2015 Holdings), A&Z 2015 Business Management LLC, a Delaware limited liability company (A&Z 2015 Management), RCT 2015 Business Holdings LP, a Delaware limited partnership (RCT 2015
Holdings), RCT 2015 Business Management LLC, a Delaware limited liability company (RCT 2015 Management), RHT 2015 Business Holdings LP, a Delaware limited partnership (RHT 2015 Holdings), RHT 2015 Business Management
LLC, a Delaware limited liability company (RHT 2015 Management), RSS 2015 Business Holdings LP, a Delaware limited partnership (RSS 2015 Holdings), RSS 2015 Business Management LLC, a Delaware limited liability company
(RSS 2015 Management), WildStar Partners LLC, a Delaware limited liability company (WildStar Partners), RRA&Z Holdings LLC, a Delaware limited liability company (RRA&Z Holdings), and a stockholders group
pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the Group) is comprised of Richard Sands, Robert Sands and A&Z 2015 Holdings.
This Amendment amends the amended and restated Schedule 13D filed in October, 2001 by Richard Sands, Robert Sands, Marilyn Sands,
CWCP-I,
a trust for the benefit of Andrew Stern M.D. under the Will of Laurie Sands (the Marital Trust), a trust created under Irrevocable Trust Agreement dated November 18, 1987 (the
Grandchildrens Trust), and a stockholder group (the Amended Schedule 13D), as the Schedule 13D was amended by (i) the Schedule 13D Amendment No. 2 filed on August 3, 2006 by Richard Sands, Robert Sands,
the Grandchildrens Trust, Laurie Sands Childrens Trust, Richard Sands Childrens Trust, Robert Sands Childrens Trust and Richard Sands Heirs Trust (the Second Amendment), (ii) the
Schedule 13D Amendment No. 3 filed on February 17, 2009 by Richard Sands, Robert Sands,
CWCP-I,
the Marital Trust, Abigail Bennett, RES Business Holdings LP (RES Holdings), RES Business
Management LLC (RES Management), RSS Business Holdings LP, (RSS Holdings, together with A&Z 2015 Holdings, RCT 2015 Holdings, RHT 2015 Holdings, RSS 2015 Holdings and RES Holdings, the Limited Partnerships),
RSS Business Management LLC (RSS Management), and a stockholder group (the Third Amendment), (iii) the Schedule 13D Amendment No. 4 filed on April 30, 2009 by Richard Sands, Robert Sands, Abigail Bennett, Zachary
Stern,
CWCP-I,
the Marital Trust and a stockholder group (the Fourth Amendment), and (iv) the Schedule 13D Amendment No. 5 filed on July 8, 2011 by Richard Sands, Robert Sands,
Abigail Bennett, Zachary Stern,
CWCP-I,
CWCP-II
and a stockholder group (the Fifth Amendment, together with the Amended Schedule 13D, the Second Amendment,
Third Amendment and the Fourth Amendment, the Schedule 13D). RES Holdings, RES Management, RSS Holdings and RSS Management are not reporting as part of this Amendment because no changes have occurred with respect to their holdings, and
Laurie Sands Childrens Trust, Robert Sands Childrens Trust and the Martial Trust are not reporting as part of this Amendment because they are no longer subject to reporting obligations because they do not beneficially own
more than five percent of any class of the Companys equity securities.
CWCP-I,
CWCP-II
and Richard Sands Heirs Trust are no longer in existence.
Item 1. Security and Issuer.
Item 1
of the Schedule 13D is hereby amended and restated in its entirety as follows:
The classes of equity securities to which this Amendment
No. 6 to Schedule 13D (this Amendment) relates are the Class A Common Stock, par value $0.01 per share (the Class A Stock), and the Class B Common Stock, par value $0.01 per share (the Class B
Stock), of Constellation Brands, Inc., a Delaware corporation with its principal offices at 207 High Point Drive, Building 100, Victor, New York 14564 (the Company).
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) (c) This Statement is being filed by the following beneficial owners of Class A Stock and Class B Stock (each, a
Reporting Person):
Page
18
of 26
|
5.
|
A&Z 2015 Holdings, a Delaware limited partnership
|
|
6.
|
A&Z 2015 Management, a Delaware limited liability company
|
|
7.
|
RCT 2015 Holdings, a Delaware limited partnership
|
|
8.
|
RCT 2015 Management, a Delaware limited liability company
|
|
9.
|
RHT 2015 Holdings, a Delaware limited partnership
|
|
10.
|
RHT 2015 Management, a Delaware limited liability company
|
|
11.
|
RSS 2015 Holdings, a Delaware limited partnership
|
|
12.
|
RSS 2015 Management, a Delaware limited liability company
|
|
13.
|
WildStar Partners, a Delaware limited liability company
|
|
14.
|
RRA&Z Holdings, a Delaware limited liability company
|
|
15.
|
RES Holdings, a Delaware limited partnership
|
|
16.
|
RES Management, a Delaware limited liability company
|
|
17.
|
RSS Holdings, a Delaware limited partnership
|
|
18.
|
RSS Management, a Delaware limited liability company
|
The principal office address or business
address of each of the Reporting Persons is 207 High Point Drive, Building 100, Victor, New York 14564.
The principal occupation of
(i) Richard Sands is to serve as Chairman of the Board of the Company; (ii) Robert Sands is to serve as President and Chief Executive Officer of the Company; (iii) Abigail Bennett is private investor; and (iv) Zachary Stern is
Real Estate Development.
The principal business of: (i) each of the Limited Partnerships is private investment; (ii) each of
A&Z 2015 Management, RCT 2015 Management, RHT 2015 Management, RSS 2015 Management, RES Management and RSS Management is to serve as the
co-general
partner of A&Z 2015 Holdings, RCT 2015 Holdings, RHT
2015 Holdings, RSS 2015 Holdings, RES Holdings and RSS Holdings, respectively; (iii) WildStar Partners is to serve as
co-general
partner of each Limited Partnership; and (iv) RRA&Z Holdings is to
serve as the sole owner of WildStar Partners.
(d)-(e) None of the Reporting Persons or Group Members has, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or
was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Richard Sands, Mr. Robert Sands, Ms. Bennett and Mr. Stern are U.S. citizens.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
The tables below set forth the shares of Class A Stock and Class B Stock beneficially owned by each Reporting Person and the Group.
The percentages of ownership were calculated on the basis of 171,447,198 shares of Class A Stock and 23,345,727 shares of Class B Stock outstanding as of the close of business on April 21, 2017. Shares of Class B Stock are convertible
into shares of Class A Stock on a
one-to-one
basis at any time and at the option of the holder.
Page
19
of 26
Class A Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
|
|
|
|
|
|
Sole
Power
to Vote
|
|
|
Shared
Power
to Vote
|
|
|
Sole
Power
to Dispose
|
|
|
Shared
Power
to Dispose
|
|
|
Total Shares (1)
|
|
|
Percent of Class (1)
|
|
Name and Address of
|
|
|
|
|
|
Class A
|
|
|
If Class B
|
|
|
Class A
|
|
|
If Class B
|
|
Beneficial Owner
|
|
|
|
|
|
Only
|
|
|
Converted
|
|
|
Only
|
|
|
Converted
|
|
Robert Sands
|
|
|
2,750,593
|
|
|
|
807,258
|
|
|
|
586,297
|
|
|
|
6,557,350
|
|
|
|
7,143,805
|
(2)
|
|
|
29,890,747
|
(2)
|
|
|
4.2
|
%
|
|
|
15.4
|
%
|
Richard Sands
|
|
|
2,412,503
|
|
|
|
807,258
|
|
|
|
78,601
|
|
|
|
6,557,350
|
|
|
|
6,635,951
|
(3)
|
|
|
29,420,087
|
(3)
|
|
|
3.9
|
%
|
|
|
15.1
|
%
|
Abigail Bennett (4)
|
|
|
58,030
|
(5)
|
|
|
1,578,822
|
(4)
|
|
|
58,188
|
(5)
|
|
|
326,770
|
(4)
|
|
|
1,637,010
|
|
|
|
9,670,573
|
|
|
|
1.0
|
%
|
|
|
5.4
|
%
|
Zachary Stern (4)
|
|
|
33,415
|
|
|
|
1,578,822
|
(4)
|
|
|
33,415
|
|
|
|
326,770
|
(4)
|
|
|
1,612,237
|
|
|
|
9,624,949
|
|
|
|
0.9
|
%
|
|
|
5.4
|
%
|
A&Z 2015 Holdings
|
|
|
|
|
|
|
1,252,052
|
|
|
|
|
|
|
|
1,252,052
|
|
|
|
1,252,052
|
|
|
|
9,264,764
|
(6)
|
|
|
0.7
|
%
|
|
|
5.2
|
%
|
A&Z 2015 Management
|
|
|
|
|
|
|
1,252,052
|
|
|
|
|
|
|
|
1,252,052
|
|
|
|
1,252,052
|
|
|
|
9,264,764
|
(6)
|
|
|
0.7
|
%
|
|
|
5.2
|
%
|
WildStar Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,750,092
|
|
|
|
5,750,092
|
|
|
|
28,496,878
|
(7)
|
|
|
3.4
|
%
|
|
|
14.7
|
%
|
RRA&Z Holdings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,750,092
|
|
|
|
5,750,092
|
|
|
|
28,496,878
|
(7)
|
|
|
3.4
|
%
|
|
|
14.7
|
%
|
Stockholders Group Pursuant to Section13(d)(3) of the Securities Exchange Act of 1934 (8)
|
|
|
|
|
|
|
7,222,406
|
|
|
|
|
|
|
|
7,222,248
|
|
|
|
7,222,406
|
|
|
|
30,006,698
|
(8)
|
|
|
4.2
|
%
|
|
|
15.4
|
%
|
Class B Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
Percent of Class
|
|
|
Sole
Power
to Vote
|
|
|
Shared
Power
to Vote
|
|
|
Sole
Power
to Dispose
|
|
|
Shared
Power
to Dispose
|
|
|
Total
|
|
|
Robert Sands
|
|
|
7,280,906
|
|
|
|
|
|
|
|
|
|
|
|
22,746,786
|
|
|
|
22,746,942
|
(2)
|
|
|
97.4
|
%
|
Richard Sands
|
|
|
7,307,242
|
|
|
|
|
|
|
|
37,350
|
|
|
|
22,746,786
|
|
|
|
22,784,136
|
(3)
|
|
|
97.6
|
%
|
Abigail Bennett (4)
|
|
|
20,695
|
(5)
|
|
|
8,012,712
|
(4)
|
|
|
20,851
|
(5)
|
|
|
|
|
|
|
8,033,563
|
|
|
|
34.4
|
%
|
Zachary Stern (4)
|
|
|
|
|
|
|
8,012,712
|
(4)
|
|
|
|
|
|
|
|
|
|
|
8,012,712
|
|
|
|
34.3
|
%
|
RES Holdings
|
|
|
|
|
|
|
5,300,000
|
|
|
|
|
|
|
|
5,300,000
|
|
|
|
5,300,000
|
(9)
|
|
|
22.7
|
%
|
RES Management
|
|
|
|
|
|
|
5,300,000
|
|
|
|
|
|
|
|
5,300,000
|
|
|
|
5,300,000
|
(9)
|
|
|
22.7
|
%
|
RSS Holdings
|
|
|
|
|
|
|
4,518,258
|
|
|
|
|
|
|
|
4,518,258
|
|
|
|
4,518,258
|
(10)
|
|
|
19.4
|
%
|
RSS Management
|
|
|
156
|
|
|
|
4,518,258
|
|
|
|
156
|
|
|
|
4,518,258
|
|
|
|
4,518,414
|
(10)
|
|
|
19.4
|
%
|
A&Z 2015 Holdings
|
|
|
|
|
|
|
8,012,712
|
|
|
|
|
|
|
|
8,012,712
|
|
|
|
8,012,712
|
(6)
|
|
|
34.3
|
%
|
A&Z 2015 Management
|
|
|
|
|
|
|
8,012,712
|
|
|
|
|
|
|
|
8,012,712
|
|
|
|
8,012,712
|
(6)
|
|
|
34.3
|
%
|
RCT 2015 Holdings
|
|
|
|
|
|
|
1,350,000
|
|
|
|
|
|
|
|
1,350,000
|
|
|
|
1,350,000
|
(11)
|
|
|
5.8
|
%
|
RCT 2015 Management
|
|
|
|
|
|
|
1,350,000
|
|
|
|
|
|
|
|
1,350,000
|
|
|
|
1,350,000
|
(11)
|
|
|
5.8
|
%
|
RHT 2015 Holdings
|
|
|
|
|
|
|
1,350,000
|
|
|
|
|
|
|
|
1,350,000
|
|
|
|
1,350,000
|
(12)
|
|
|
5.8
|
%
|
RHT 2015 Management
|
|
|
|
|
|
|
1,350,000
|
|
|
|
|
|
|
|
1,350,000
|
|
|
|
1,350,000
|
(12)
|
|
|
5.8
|
%
|
RSS 2015 Holdings
|
|
|
|
|
|
|
1,412,492
|
|
|
|
|
|
|
|
1,412,492
|
|
|
|
1,412,492
|
(13)
|
|
|
6.1
|
%
|
RSS 2015 Management
|
|
|
|
|
|
|
1,412,492
|
|
|
|
|
|
|
|
1,412,492
|
|
|
|
1,412,492
|
(13)
|
|
|
6.1
|
%
|
WildStar Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,746,786
|
|
|
|
22,746,786
|
(7)
|
|
|
97.4
|
%
|
RRA&Z Holdings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,746,786
|
|
|
|
22,746,786
|
(7)
|
|
|
97.4
|
%
|
Stockholders Group Pursuant to Section13(d)(3) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
22,600,860
|
|
|
|
|
|
|
|
22,784,136
|
|
|
|
22,784,292
|
(8)
|
|
|
97.6
|
%
|
(1)
|
The numbers and percentages reported do not take into account shares of Class A Stock that can be received
upon the conversion of shares of Class 1 Stock that can be purchased by exercising stock options that are exercisable on or within sixty (60) days after
|
Page
20
of 26
|
June 9, 2017 (the Class 1 Option Shares). These shares are not taken into account because, in accordance with the Companys certificate of incorporation, any shares of
Class A Stock issued upon conversion of shares of Class 1 Stock must be sold immediately in connection with the conversion and, therefore, cannot be held by the beneficial owner of the Class 1 Option Shares.
|
(2)
|
The reported shares of Class A Stock with respect to which Robert Sands has sole power to vote or dispose (i) include 13,063
shares of Class A Stock that will be received upon the vesting of
restricted stock units on or within sixty (60) days after June 9, 2017 and (ii) as noted in footnote (1), exclude 1,729,240 shares of Class A Stock that can be received upon conversion of Class 1 Option Shares. As the
co-manager
of RRA&Z Holdings and a member of WildStar Partners, Mr. Sands may be deemed the beneficial owner of shares of Class A Stock and Class B Stock held by the Limited Partnerships. The
reported shares also include shares held by two family foundations where Robert Sands serves as a director and officer. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission that Mr. Sands
is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. Amounts reflected in the tables above do not include 21,098 shares of Class A Stock directly and indirectly
owned by Robert Sands spouse. Mr. Sands disclaims beneficial ownership of such shares.
|
(3)
|
The reported shares of Class A Stock with respect to which Richard Sands has sole power to vote or dispose, as noted in footnote (1), exclude (i) 2,363,670 shares of Class A Stock that can be received upon
conversion of Class 1 Option Shares, and (ii) an additional 132,741 shares of Class A Stock that can be received upon conversion of Class 1 Option Shares that would be acquirable within sixty (60) days after June 9,
2017. As the
co-manager
of RRA&Z Holdings and a member of WildStar Partners, Mr. Sands may be deemed the beneficial owner of shares of Class A Stock and Class B Stock held by the Limited
Partnerships. The reported shares also include shares held by two family foundations where Richard Sands serves as a director and officer. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission
that Mr. Sands is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. Amounts reflected in the tables above do not include 15,720 shares of Class A Stock owned by
Richard Sands spouse. Mr. Sands disclaims beneficial ownership of such shares.
|
(4)
|
Abigail Bennett and Zachary Stern are the niece and nephew, respectively, of Robert Sands and Richard Sands. The reported shares of Class A Stock and Class B Stock over which Ms. Bennett and
Mr. Stern each have shared power to vote include 1,252,052 shares of Class A Stock and 8,012,712 shares of Class B Stock held by A&Z 2015 Holdings. The reported shares of Class A Stock over which Ms. Bennett and
Mr. Stern each have shared power to vote and dispose include 326,770 shares of Class A Stock held by a family trust of which Ms. Bennett and Mr. Stern are the investment and independent trustees. The reporting of such shares as
beneficially owned by Ms. Bennett and Mr. Stern shall not be construed as an admission that either of them is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise.
|
(5)
|
The reported shares of Class A Stock and Class B Stock over which Abigail Bennett has the sole power to vote and dispose include 20,615 shares of Class A Stock and 20,695 shares of Class B Stock held
by family trusts of which Ms. Bennett is the investment and independent trustee. The amounts reflected as shares of Class A Stock and Class B Stock over which Ms. Bennett has the sole power to dispose also include 1,252,052
shares of Class A Stock and 8,012,712 shares of Class B Stock held by A&Z 2015 Holdings. The reporting of all such shares as beneficially owned by Ms. Bennett shall not be construed as an admission that she is the beneficial owner
of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise.
|
(6)
|
A&Z 2015 Management, as
co-general
partner of A&Z 2015 Holdings, may be deemed to beneficially own the shares held by A&Z 2015 Holdings.
|
(7)
|
RRA&Z Holdings, as the sole member of WildStar Partners, and WildStar Partners, as the
co-general
partner of the Limited Partnerships, may be deemed to beneficially own the
shares of Class A Stock and Class B Stock held by the Limited Partnerships.
|
(8)
|
The stockholders group, as reported, consists of Robert Sands, Richard Sands and A&Z 2015 Holdings. The reporting of shares as beneficially owned by the stockholders group shall not be construed as an admission that
an agreement to act in concert exists or that the stockholders group is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise. The shares reported as beneficially owned by
Robert Sands, Richard Sands, and A&Z 2015 Holdings are included in the shares reported as beneficially owned by the stockholders group. Certain shares of Class A Stock and Class B Stock were pledged as of June 9, 2017 as set forth
in Item 6 below. Subject to the terms of the various credit facilities, the number of shares of Class A Stock and Class B Stock pledged to secure the credit facilities may increase or decrease from time to time and may be moved by the
applicable pledgors among the various financial institutions from time to time. In the event of noncompliance with certain covenants under the credit facilities, the financial institutions have certain remedies including the right to sell the
pledged shares subject to certain protections afforded to the borrowers and pledgors.
|
(9)
|
RES Management, as
co-general
partner of RES Holdings, may be deemed to beneficially own the shares of Class B Stock held by RES Holdings.
|
(10)
|
RSS Management, as
co-general
partner of RSS Holdings, may be deemed to beneficially own the shares of Class B Stock held by RSS Holdings. In addition, RSS Management owns
156 shares of Class B Stock directly.
|
(11)
|
RCT 2015 Management, as
co-general
partner of RCT 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RCT 2015 Holdings.
|
Page
21
of 26
(12)
|
RHT 2015 Management, as
co-general
partner of RHT 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RHT 2015 Holdings.
|
(13)
|
RSS 2015 Management, as
co-general
partner of RSS 2015 Holdings, may be deemed to beneficially own the shares of Class B Stock held by RSS 2015 Holdings.
|
Page
22
of 26
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the
following shares of Class A and Class B Stock to Goldman Sachs Bank USA for loans made to a Sands family investment vehicle (the Borrower) under a credit facility:
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class A Stock
|
|
Affiliate of Richard Sands and Robert Sands
|
|
|
312,500
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
312,500
|
|
|
|
|
|
|
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class B Stock
|
|
RES Holdings
|
|
|
937,500
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
937,500
|
|
|
|
|
|
|
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting
Persons) have pledged the following shares of Class A and Class B Stock to Merrill Lynch for loans made to the Borrower under a credit facility:
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class A Stock
|
|
A&Z 2015 Holdings
|
|
|
1,019,420
|
|
Affiliate of Richard Sands and Robert Sands
|
|
|
1,283,902
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
2,303,322
|
|
|
|
|
|
|
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class B Stock
|
|
A&Z 2015 Holdings
|
|
|
3,196,678
|
|
RSS Holdings
|
|
|
1,700,000
|
|
Affiliate of Richard Sands and Robert Sands
|
|
|
475,000
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
5,371,678
|
|
|
|
|
|
|
The following persons whose shares are reported as beneficially owned by the Reporting Persons have pledged
the following shares of Class B Stock to Manufacturers and Traders Trust Company for loans made to the Borrower under a credit facility:
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class B Stock
|
|
RES Holdings
|
|
|
500,000
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
500,000
|
|
|
|
|
|
|
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting
Persons) have pledged the following shares of Class A Stock and Class B Stock to Stifel Financial Corp. for loans made to the Borrower under a credit facility:
Page
23
of 26
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class A Stock
|
|
Affiliate of Richard Sands and Robert Sands
|
|
|
244,876
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
244,876
|
|
|
|
|
|
|
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class B Stock
|
|
RSS Holdings
|
|
|
1,350,000
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
1,350,000
|
|
|
|
|
|
|
The following persons whose shares are reported as beneficially owned by the Reporting Persons have pledged the following
shares of Class A and Class B Stock to U.S. Bank for loans made to the Borrower under a credit facility:
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class A Stock
|
|
Affiliate of Richard Sands and Robert Sands
|
|
|
880,236
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
880,236
|
|
|
|
|
|
|
|
|
|
|
|
Pledgor
|
|
Number of
Shares of
Class B Stock
|
|
A&Z 2015 Holdings
|
|
|
1,000,000
|
|
RHT Holdings 2015
|
|
|
1,000,000
|
|
|
|
|
|
|
Total Pledged Shares
|
|
|
2,000,000
|
|
|
|
|
|
|
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons filing this Amendment dated June 9, 2017.
Page
24
of 26
Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 9, 2017
|
|
|
By:
|
|
|
|
/s/ Richard Sands
|
Richard Sands
|
|
/s/ Robert Sands
|
Robert Sands
|
|
/s/ Abigail Bennett
|
Abigail Bennett
|
|
/s/ Zachary Stern
|
Zachary Stern
|
|
A&Z 2015 Business Holdings LP
|
By: WildStar Partners LLC, General Partner
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Chairperson
|
|
A&Z 2015 Business Management LLC
|
|
|
By:
|
|
/s/ Abigail Bennett
|
|
|
Name: Abigail Bennett
|
|
|
Title: Operations Manager
|
|
RCT 2015 Business Holdings LP
|
By: WildStar Partners LLC, General Partner
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Chairperson
|
Page
25
of 26
|
|
|
RCT 2015 Business Management LLC
|
|
|
By:
|
|
/s/ Abigail Bennett
|
|
|
Name: Abigail Bennett
|
|
|
Title: Manager
|
|
RHT 2015 Business Holdings LP
|
By: WildStar Partners LLC, General Partner
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Chairperson
|
|
RHT 2015 Business Management LLC
|
|
|
By:
|
|
/s/ Abigail Bennett
|
|
|
Name: Abigail Bennett
|
|
|
Title: Operations Manager
|
|
RSS 2015 Business Holdings LP
|
By: WildStar Partners LLC, General Partner
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Chairperson
|
|
RSS 2015 Business Management LLC
|
|
|
By:
|
|
/s/ Abigail Bennett
|
|
|
Name: Abigail Bennett
|
|
|
Title: Operations Manager
|
|
WildStar Partners LLC
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Chairperson
|
Page
26
of 26
|
|
|
RRA&Z Holdings LLC
|
|
|
By:
|
|
/s/ Richard Sands
|
|
|
Name: Richard Sands
|
|
|
Title: Director
|