11/03/2026 | Press release | Distributed by Public on 11/03/2026 15:31
|
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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Riva IV CV, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON, MA 02116 |
X | |||
| Riva IV CV, L.P., By: Riva Capital Management IV, LLC, its General Partner, By: David C. Abrams, its Managing Member, /s/ David C. Abrams | 11/03/2026 | |
| **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) | Shares reported herein represent shares transferred by Riva Capital Partners IV, L.P. ("Riva IV") to Riva IV CV, L.P. ("Riva IV CV") in connection with an internal restructuring transaction undertaken by Riva IV in which Riva IV formed Riva IV CV. |
| (2) | Riva Capital Management IV, LLC ("RCM IV") is the general partner of Riva IV CV. Abrams Capital Management, L.P. (the "LP") is the investment manager of Riva IV CV and, in such capacity, manages the investment strategy and decision-making process with respect to investments held by Riva IV CV. Abrams Capital Management, LLC (the "LLC") is the general partner of the LP. David C. Abrams is the managing member of each of RCM IV and the LLC. As a result, each of RCM IV, the LP, the LLC and Mr. Abrams may be deemed to share voting and dispositive power with respect to the shares held by Riva IV CV. |
| (3) | (Continude from footnote 2) Each of RCM IV, the LP, the LLC and Mr. Abrams disclaims beneficial ownership of the reported shares except to the extent of its or his, as applicable, pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Further, each of RCM IV, the LP, the LLC and Mr. Abrams has served in the same capacity with respect to Riva IV as reported herein with respect to Riva IV CV. As a result, the shares reported herein have been previously reported as beneficially owned by each of RCM IV, the LP, the LLC and Mr. Abrams. |
| (4) | Riva IV CV disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |