02/03/2026 | Press release | Distributed by Public on 02/03/2026 16:42
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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VEP Group, LLC C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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Vista Equity Partners Fund VI, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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Vista Equity Partners Fund VI-A, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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VEPF VI FAF, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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VEPF VI GP. Ltd. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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Vista Equity Partners Fund VI GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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Vista Co-Invest Fund 2017-1, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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VISTA CO INVEST FUND 2017 1 GP, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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VISTA CO INVEST FUND 2017 1 GP, LTD. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
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VEPF VI Co-Invest 1, L.P. C/O VISTA EQUITY PARTNERS 4 EMBARCADERO CENTER, 20TH FL. SAN FRANCISCO, CA 94111 |
X | |||
| /s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of the General Partner of VEPF VI FAF, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Co-Invest Fund 2017-1, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of VEPF VI GP, Ltd. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of Vista Equity Partners Fund VI GP, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of Vista Co-Invest Fund 2017-1 GP, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of Vista Co-Invest Fund 2017-1 GP, Ltd. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Director of the General Partner of the General Partner of VEPF VI Co-Invest 1, L.P. | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert F. Smith, Managing Member of VEP Group, LLC | 02/03/2026 | |
| **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) | Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2025, by and among the Issuer, Jawbreaker Parent, Inc. ("Parent") and Jawbreaker Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting persons immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $13.05 per share in cash, without interest thereon. |
| (2) | Consisted of (a) 24,312,715 shares held directly by Vista Equity Partners Fund VI, L.P. ("VEPF VI"), (b) 14,687,388 shares held directly by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A"), (c) 295,855 shares held directly by VEPF VI FAF, L.P. ("VEPF FAF"), (d) 4,490,966 shares held directly by Vista Co-Invest Fund 2017-1, L.P. ("Vista Co-Invest") and (e) 1,571,838 shares held directly by VEPF VI Co-Invest 1, L.P. ("VEPF Co-Invest") (collectively, the "Vista Funds"). Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF FAF. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Vista Co-Invest Fund 2017-1 GP, L.P. ("Vista Co-Invest GP") is the sole general partner of Vista Co-Invest. Vista Co-Invest GP's sole general partner is Vista Co-Invest Fund 2017-1 GP, Ltd. ("Vista Co-Invest UGP"). VEPF VI Co-Invest 1 GP, L.P. ("VEPF Co-Invest GP") is the sole general partner of VEPF Co-Invest. |
| (3) | VEPF Co-Invest GP's sole general partner is VEPF VI Co-Invest 1 GP, Ltd. ("VEPF Co-Invest UGP"). Robert F. Smith is the Sole Director and one of the 11 members of each of Fund VI UGP, Vista Co-Invest UGP and VEPF Co-Invest UGP. VEPF Management, L.P. (the "Management Company"), is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"). Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, Vista Co-Invest UGP, VEPF Co-Invest UGP, the Management Company, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest. |
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Remarks: This report is filed as form 1 of 2 to report related transactions for the following filers: Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Vista Equity Partners VI GP, L.P., VEPF VI GP, Ltd., Vista Co-Invest Fund 2017-1, L.P, Vista Co-Invest Fund 2017-1 GP, L.P., Vista Co-Invest Fund 2017-1 GP, Ltd., VEPF VI Co-Invest 1, L.P., VEPF VI Co-Invest 1 GP, L.P., VEPF VI Co-Invest 1 GP, Ltd., VEPF Management, L.P., VEP Group, LLC and Robert F. Smith. |
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