09/11/2025 | Press release | Distributed by Public on 09/11/2025 15:14
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|
||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock(1)(2) | (2) | (2) | Common Stock | 69,030 | (2) | D | |
Series C Preferred Stock(1)(2) | (2) | (2) | Common Stock | 340,277 | (2) | D | |
Series D Preferred Stock(1)(2) | (2) | (2) | Common Stock | 3,300,339 | (2) | D | |
Series E Preferred Stock(1)(2) | (2) | (2) | Common Stock | 7,729,654 | (2) | D | |
Series F Preferred Stock(1)(2) | (2) | (2) | Common Stock | 650,015 | (2) | D | |
Series G Preferred Stock(1)(2) | (2) | (2) | Common Stock | 439,486 | (2) | D | |
Series G-1 Preferred Stock(1)(2) | (2) | (2) | Common Stock | 439,486 | (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Exor N.V. GUSTAV MAHLERPLEIN 25A AMSTERDAM, P7 1082 MS |
X | X | ||
Giovanni Agnelli B.V. GUSTAV MAHLERPLEIN 25A AMSTERDAM, P7 1082 MS |
X | X |
Exor N.V., by: /s/ Guido de Boer | 09/11/2025 | |
**Signature of Reporting Person | Date | |
Giovanni Agnelli B.V., by: /s/ Guido de Boer | 09/11/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The reported shares of Common Stock and Preferred Stock are held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is an indirect beneficial owner of the reported shares of Common Stock and Preferred Stock. |
(2) | In connection with the completion of the Issuer's initial public offering of its Class A Common Stock, each share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series G-1 Preferred Stock will automatically convert into shares of Common Stock of the Issuer at a ratio of 1-for-1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock will be automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock |
Remarks: Solely for purposes of Section 16 of the Exchange Act, Exor N.V. may be deemed a director by deputization by virtue of its contractual right to appoint a director to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 4 of this Form 3. |