06/15/2026 | Press release | Distributed by Public on 06/15/2026 14:06
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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 | ||||||||
| Restricted Stock Units | (1) | 06/12/2026 | M | 17,419(1) | (2) | (2) | Class A Common Stock | 17,419 | $ 0 | 0 | I | See footnote(1) | |||
| Restricted Stock Units | (3) | 06/12/2026 | M | 17,419(3) | (4) | (4) | Class A Common Stock | 17,419 | $ 0 | 0 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TCG Capital Management, LP 12180 MILLENNIUM DRIVE, SUITE 500 PLAYA VISTA, CA 90094 |
X | X | ||
| /s/ Lauren Goldberg, General Counsel of General Partner | 06/15/2026 | |
| **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) | The securities reported on this row were granted to Jesse Jacobs as compensation for his service on the Issuer's board of directors and are held by Mr. Jacobs for the benefit of the reporting person. |
| (2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment. The 17,419 RSUs included on this row were granted to Jesse Jacobs on June 12, 2025, vested on June 12, 2026 and were settled in shares of Class A Common Stock on June 15, 2026. |
| (3) | The securities reported on this row were granted to Mike Kerns as compensation for his service on the Issuer's board of directors and are held by Mr. Kerns for the benefit of the reporting person. |
| (4) | The 17,419 RSUs included on this row were granted to Mr. Kerns on June 12, 2025, vested on June 12, 2026 and were settled in shares of Class A Common Stock on June 15, 2026. |
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Remarks: TCG 3.0 Fuji, LP, which is an affiliate of the reporting person managed by the reporting person, is party to a Stockholders Agreement with the Issuer which gives the reporting person and its affiliates the right to nominate up to two directors to the Issuer's board of directors, subject to certain ownership thresholds. Jesse Jacobs and Mike Kerns serve on the Issuer's board of directors pursuant to this right. Mr. Jacobs is Managing Partner of the reporting person, and Mr. Kerns is a Co-founder and Partner of the reporting person. Accordingly, each of Mr. Jacobs and Mr. Kerns may be determined to represent the interests of the reporting person on the Board of Directors of the Issuer, and accordingly, the reporting person may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
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