09/10/2025 | Press release | Distributed by Public on 09/10/2025 19:57
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) |
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 | |
MFT SH Family Trust JESSE ANGELO 421 HUDSON STREET APT. 410 NEW YORK, NY 10014-3649 |
X | |||
EM 2025 Family Trust RISE FIDUCIARY SERVICES II LLC C/O M. CARANO, 100 W. LIBERTY ST., 10 FL RENO, NV 89501 |
X | |||
MacLeod Family Discretionary Trust EBOR MANAGEMENT COMPANY LIMITED P.O. BOX 1905 JACKSON, WY 83001 |
X |
/s/ Jesse Angelo, trustee of the MFT SH Family Trust | 09/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Paula Wardynski, trustee of the EM 2025 Family Trust | 09/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Patricia Overdyke, trustee of the MacLeod Family Discretionary Trust | 09/10/2025 | |
**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) | Consists of 2,375 shares of class A common stock of the issuer ("Class A Shares") sold by each of MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust (collectively, the "Reporting Persons"). |
(2) | Consists of 8,085,547 shares of class B common stock of the issuer ("Class B Shares") sold by each of the Reporting Persons. |
(3) | Consists of 4,690,431 Class B Shares sold by each of the Reporting Persons. |
(4) | As a result of certain agreements entered into by and among the Reporting Persons and certain other stockholders of the issuer, the Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 and may be deemed to share beneficial ownership of the shares of class A common stock and class B common stock reported herein (the "Shares"). Each of the Reporting Persons disclaims beneficial ownership of any such Shares, except to the extent of its respective pecuniary interest therein. |
(5) | Each of the Reporting Persons is a trust established by the trustee of the Mudoch Family Trust (the "MFT") for the benefit of Prudence MacLeod, Elisabeth Murdoch and James Murdoch and his or her respective descendants and charitable organizations. |
(6) | On September 6, 2025, the MFT transferred (i) approximately 50% of the Class A Shares and 50% of the Class B Shares held by the MFT to the Reporting Persons and (ii) the remaining Class A Shares and Class B Shares held by the MFT to three trusts for the benefit of each of Lachlan K. Murdoch, Grace Murdoch and Chloe Murdoch and their respective descendants and charitable organizations. On September 10, 2025, the Reporting Persons sold a total of (i) 14,071,293 Class B Shares in an underwritten offering (the "Underwritten Offering") and (ii) 7,125 Class A Shares and 24,256,641 Class B Shares in a series of transactions where they were ultimately acquired by LGC Holdco, LLC (the "Purchase"). |
(7) | As a result of the Underwritten Offering and the Purchase, none of the Reporting Persons have any interest, directly or indirectly, in the issuer. |
Remarks: Pursuant to Instruction 5(b)(v), this Form 4 is filed jointly by MFT SH Family Trust, EM 2025 Family Trust and MacLeod Family Discretionary Trust. |