01/02/2026 | Press release | Distributed by Public on 01/02/2026 16:33
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 01/01/2026 | G | 7,857,587 | (1) | (1) | Class A Common Stock | 7,857,587 | $ 0 | 9,474,171(2) | I | See Footnote(3) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 50,963 | 50,963 | D | ||||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 11,338,027 | 11,338,027 | I | See Footnote(4) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,413 | 3,413 | I | See Footnote(5) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,971 | 5,971 | I | See Footnote(6) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,971 | 5,971 | I | See Footnote(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Pritzker Thomas 150 NORTH RIVERSIDE PLAZA, SUITE 3300 CHICAGO,, IL 60606 |
X | X | See Remarks | |
| /s/ Thomas J. Pritzker | 01/02/2026 | |
| **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) | As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. |
| (2) | Includes 1,616,584 shares of Class B Common Stock previously reported as indirectly held by the Reporting Person that were transferred by certain trusts for which Maroon Private Trust Company, LLC serves as trustee on January 1, 2026. |
| (3) | Represents shares of Class B Common Stock held of record by 1902 Capital, LLC, a manager-managed limited liability company managed by a limited liability company controlled by the Reporting Person, and in such capacity, the Reporting Person may, for purposes hereof, be deemed to beneficially own such shares. |
| (4) | Represents shares of Class B Common Stock held of record by THHC, L.L.C. and previously reported as indirectly held by the Reporting Person. As of January 1, 2026, THHC, L.L.C. is a manager-managed limited liability company managed by a limited liability company controlled by the Reporting Person, and in such capacity, the Reporting Person may, for purposes hereof, be deemed to beneficially own such shares. |
| (5) | Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by JNP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by JNP ECI Investments, LLC. |
| (6) | Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by BTP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by BTP ECI Investments, LLC. |
| (7) | Represents shares of Class B Common Stock previously reported as indirectly held by the Reporting Person and held by DTP ECI Investments, LLC, a manager-managed limited liability company wholly owned by a trust for which Maroon Private Trust Company, LLC serves as trustee. Maroon Private Trust Company, LLC is a manager-managed limited liability company, the sole member of which is Maroon Trust. The Reporting Person is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own the shares held by DTP ECI Investments, LLC. |
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Remarks: Executive Chairman of Board of Directors. Member of 10% owner group. The Reporting Person may be deemed to be a member of a group because the Reporting Person has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
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