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CUSIP No. 91823B109 |
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Page
6
of 8 Pages |
(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________.
This Amendment No. 1 to Schedule 13G amends the Schedule 13G filed on October 3, 2024. The percentages set forth in this Amendment
No. 1 to Schedule 13G are calculated based upon approximately (i) 95,611,907 shares of Class A Common Stock of the Issuer outstanding as of August 2, 2024, such number of shares being based on the Issuers Quarterly Report
on Form 10-Q for the quarter ended June 30, 2024 plus (ii) the 9,726,323 shares of Class A Common Stock issued to Hilton Family Sports Limited Partnership by SFS Holding Corp. as part of
a private transaction that closed in October 2024.
On (i) October 3, 2024, Hilton Family Sports Limited Partnership sold
2,390,641 shares of Class A Common Stock, (ii) on October 4, 2024, Hilton Family Sports Limited Partnership sold an additional 4,012,096 shares of Class A Common Stock, and (iii) on October 4, 2024, Hilton Family Sports
Limited Partnership transferred 97,263 shares of Class A Common Stock to H4 Partners, LLC.
Hilton Family Sports Limited Partnership
holds 3,226,323 shares in record name, and H4 Partners holds 97,263 shares in record name. H4 Partners, LLC is the general partner of Hilton Family Sports Limited Partnership and may be deemed to have voting, investment, and dispositive power with
respect to these securities. Steven Hilton is the manager of H4 Partners, LLC.
The information required by Items 4(a)-(c) is set forth in
rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for each such Reporting Person.
Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable.
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.
Item 8. |
Identification and Classification of Member of the Group: |
Not applicable.
Item 9. |
Notice of Dissolution of Group: |
Not applicable.