Amendment: SEC Form SC 13D/A filed by Frontier Communications Parent Inc.
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Frontier Communications Parent, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
35909D109
(CUSIP Number)
Naseem Sagati Aghili
1800 Avenue of the Stars
Suite 1400
Los Angeles, CA 90067
(310) 201-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
| CUSIP No. 35909D109 | 13D | Page 1 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A1, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
90,699 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
90,699 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,699 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
1
| CUSIP No. 35909D109 | 13D | Page 2 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A2, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
32,525 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
32,525 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,525 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
2
| CUSIP No. 35909D109 | 13D | Page 3 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A3, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
7,589 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
7,589 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,589 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
3
| CUSIP No. 35909D109 | 13D | Page 4 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A4, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
98,660 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
98,660 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,660 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
4
| CUSIP No. 35909D109 | 13D | Page 5 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A5, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
108,416 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
108,416 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,416 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
5
| CUSIP No. 35909D109 | 13D | Page 6 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A6 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
60,714 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
60,714 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,714 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
6
| CUSIP No. 35909D109 | 13D | Page 7 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A7 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
109,873 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
109,873 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,873 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
7
| CUSIP No. 35909D109 | 13D | Page 8 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A8 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
110,369 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
110,369 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,369 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
8
| CUSIP No. 35909D109 | 13D | Page 9 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A9 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
103,647 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
103,647 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,647 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
9
| CUSIP No. 35909D109 | 13D | Page 10 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV A10 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
32,775 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
32,775 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,775 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
10
| CUSIP No. 35909D109 | 13D | Page 11 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF VI Frontier AIV B1 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
5,470,925 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
5,470,925 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,470,925 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
11
| CUSIP No. 35909D109 | 13D | Page 12 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ACOF Investment Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
6,226,192 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
6,226,192 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,226,192 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
12
| CUSIP No. 35909D109 | 13D | Page 13 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A1, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
105,592 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
105,592 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,592 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
13
| CUSIP No. 35909D109 | 13D | Page 14 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A2, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
18,032 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
18,032 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,032 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
14
| CUSIP No. 35909D109 | 13D | Page 15 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A3, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
830,837 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
830,837 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,837 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
15
| CUSIP No. 35909D109 | 13D | Page 16 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A4, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
281,844 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
281,844 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,844 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
16
| CUSIP No. 35909D109 | 13D | Page 17 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A5, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
167,160 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
167,160 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,160 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
17
| CUSIP No. 35909D109 | 13D | Page 18 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A6, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
292,124 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
292,124 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,124 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
18
| CUSIP No. 35909D109 | 13D | Page 19 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A7 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
289,417 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
289,417 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,417 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
19
| CUSIP No. 35909D109 | 13D | Page 20 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A8 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
238,026 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
238,026 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,026 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
20
| CUSIP No. 35909D109 | 13D | Page 21 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A9, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
360,644 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
360,644 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,644 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
21
| CUSIP No. 35909D109 | 13D | Page 22 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A10, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
259,665 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
259,665 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,665 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
22
| CUSIP No. 35909D109 | 13D | Page 23 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV A11, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
245,236 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
245,236 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,236 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
23
| CUSIP No. 35909D109 | 13D | Page 24 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Frontier AIV B1, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
9,597,579 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
9,597,579 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,597,579 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
24
| CUSIP No. 35909D109 | 13D | Page 25 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 1 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,003,418 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,003,418 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,003,418 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
25
| CUSIP No. 35909D109 | 13D | Page 26 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 2 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
96,560 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
96,560 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,560 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
26
| CUSIP No. 35909D109 | 13D | Page 27 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 3 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
107,553 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
107,553 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,553 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
27
| CUSIP No. 35909D109 | 13D | Page 28 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 4 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
104,240 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
104,240 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,240 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
28
| CUSIP No. 35909D109 | 13D | Page 29 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 5 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
103,240 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
103,240 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,240 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
29
| CUSIP No. 35909D109 | 13D | Page 30 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 6 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
109,407 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
109,407 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,407 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
30
| CUSIP No. 35909D109 | 13D | Page 31 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II Frontier Holdings 7 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
109,675 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
109,675 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,675 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
31
| CUSIP No. 35909D109 | 13D | Page 32 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II A (DE) Frontier Holdings 1 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
479,922 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
479,922 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,922 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
32
| CUSIP No. 35909D109 | 13D | Page 33 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF II A (DE) Frontier Holdings 2 L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
17,664 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
17,664 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,664 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
33
| CUSIP No. 35909D109 | 13D | Page 34 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASOF Investment Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
15,817,835 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
15,817,835 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,817,835 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
34
| CUSIP No. 35909D109 | 13D | Page 35 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASSF IV AIV B Holdings III, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
946,429 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
946,429 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,429 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
35
| CUSIP No. 35909D109 | 13D | Page 36 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASSF IV AIV B, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,878,741 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,878,741 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,878,741 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
36
| CUSIP No. 35909D109 | 13D | Page 37 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
ASSF Operating Manager IV L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,878,741 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
1,878,741 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,878,741 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
37
| CUSIP No. 35909D109 | 13D | Page 38 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
38
| CUSIP No. 35909D109 | 13D | Page 39 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Management Holdings L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
39
| CUSIP No. 35909D109 | 13D | Page 40 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Holdco LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
40
| CUSIP No. 35909D109 | 13D | Page 41 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Management Corporation |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
41
| CUSIP No. 35909D109 | 13D | Page 42 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Voting LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
42
| CUSIP No. 35909D109 | 13D | Page 43 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Management GP LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
43
| CUSIP No. 35909D109 | 13D | Page 44 of 55 pages |
| 1 |
NAMES OF REPORTING PERSONS
Ares Partners Holdco LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES OWNED BY EACH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,945,156 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,945,156 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,945,156 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
44
| CUSIP No. 35909D109 | 13D | Page 45 of 55 pages |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 26, 2023 (as amended to date, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of Frontier Communications Parent, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 249,015,000 shares of Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2024.
45
| CUSIP No. 35909D109 | 13D | Page 46 of 55 pages |
| Reporting Person | Amount Beneficially Owned | Percent of Class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| ACOF VI Frontier AIV A1, L.P. | 90,699 | 0.0 | % | 0 | 90,699 | 0 | 90,699 | |||||||||||||||||
| ACOF VI Frontier AIV A2, L.P. | 32,525 | 0.0 | % | 0 | 32,525 | 0 | 32,525 | |||||||||||||||||
| ACOF VI Frontier AIV A3, L.P. | 7,589 | 0.0 | % | 0 | 7,589 | 0 | 7,589 | |||||||||||||||||
| ACOF VI Frontier AIV A4, L.P. | 98,660 | 0.0 | % | 0 | 98,660 | 0 | 98,660 | |||||||||||||||||
| ACOF VI Frontier AIV A5, L.P. | 108,416 | 0.0 | % | 0 | 108,416 | 0 | 108,416 | |||||||||||||||||
| ACOF VI Frontier AIV A6, L.P. | 60,714 | 0.0 | % | 0 | 60,714 | 0 | 60,714 | |||||||||||||||||
| ACOF VI Frontier AIV A7, L.P. | 109,873 | 0.0 | % | 0 | 109,873 | 0 | 109,873 | |||||||||||||||||
| ACOF VI Frontier AIV A8, L.P. | 110,369 | 0.0 | % | 0 | 110,369 | 0 | 110,369 | |||||||||||||||||
| ACOF VI Frontier AIV A9, L.P. | 103,647 | 0.0 | % | 0 | 103,647 | 0 | 103,647 | |||||||||||||||||
| ACOF VI Frontier AIV A10, L.P. | 32,775 | 0.0 | % | 0 | 32,775 | 0 | 32,775 | |||||||||||||||||
| ACOF VI Frontier AIV B1, L.P. | 5,470,925 | 2.2 | % | 0 | 5,470,925 | 0 | 5,470,925 | |||||||||||||||||
| ACOF Investment Management LLC | 6,226,192 | 2.5 | % | 0 | 6,226,192 | 0 | 6,226,192 | |||||||||||||||||
| ASOF Frontier AIV A1, L.P. | 105,592 | 0.0 | % | 0 | 105,592 | 0 | 105,592 | |||||||||||||||||
| ASOF Frontier AIV A2, L.P. | 18,032 | 0.0 | % | 0 | 18,032 | 0 | 18,032 | |||||||||||||||||
| ASOF Frontier AIV A3, L.P. | 830,837 | 0.3 | % | 0 | 830,837 | 0 | 830,837 | |||||||||||||||||
| ASOF Frontier AIV A4, L.P. | 281,844 | 0.1 | % | 0 | 281,844 | 0 | 281,844 | |||||||||||||||||
| ASOF Frontier AIV A5, L.P. | 167,160 | 0.1 | % | 0 | 167,160 | 0 | 167,160 | |||||||||||||||||
| ASOF Frontier AIV A6, L.P. | 292,124 | 0.1 | % | 0 | 292,124 | 0 | 292,124 | |||||||||||||||||
| ASOF Frontier AIV A7, L.P. | 289,417 | 0.1 | % | 0 | 289,417 | 0 | 289,417 | |||||||||||||||||
| ASOF Frontier AIV A8, L.P. | 238,026 | 0.1 | % | 0 | 238,026 | 0 | 238,026 | |||||||||||||||||
| ASOF Frontier AIV A9, L.P. | 360,644 | 0.1 | % | 0 | 360,644 | 0 | 360,644 | |||||||||||||||||
| ASOF Frontier AIV A10, L.P. | 259,665 | 0.1 | % | 0 | 259,665 | 0 | 259,665 | |||||||||||||||||
| ASOF Frontier AIV A11, L.P. | 245,236 | 0.1 | % | 0 | 245,236 | 0 | 245,236 | |||||||||||||||||
| ASOF Frontier AIV B1, L.P. | 9,597,579 | 3.9 | % | 0 | 9,597,579 | 0 | 9,597,579 | |||||||||||||||||
| ASOF II Frontier Holdings 1 L.P. | 2,003,418 | 0.8 | % | 0 | 2,003,418 | 0 | 2,003,418 | |||||||||||||||||
| ASOF II Frontier Holdings 2 L.P. | 96,560 | 0.0 | % | 0 | 96,560 | 0 | 96,560 | |||||||||||||||||
| ASOF II Frontier Holdings 3 L.P. | 107,553 | 0.0 | % | 0 | 107,553 | 0 | 107,553 | |||||||||||||||||
| ASOF II Frontier Holdings 4 L.P. | 104,240 | 0.0 | % | 0 | 104,240 | 0 | 104,240 | |||||||||||||||||
| ASOF II Frontier Holdings 5 L.P. | 103,240 | 0.0 | % | 0 | 103,240 | 0 | 103,240 | |||||||||||||||||
| ASOF II Frontier Holdings 6 L.P. | 109,407 | 0.0 | % | 0 | 109,407 | 0 | 109,407 | |||||||||||||||||
| ASOF II Frontier Holdings 7 L.P. | 109,675 | 0.0 | % | 0 | 109,675 | 0 | 109,675 | |||||||||||||||||
| ASOF II A (DE) Frontier Holdings 1 L.P. | 479,922 | 0.2 | % | 0 | 479,922 | 0 | 479,922 | |||||||||||||||||
| ASOF II A (DE) Frontier Holdings 2 L.P. | 17,664 | 0.0 | % | 0 | 17,664 | 0 | 17,664 | |||||||||||||||||
| ASOF Investment Management LLC | 15,817,835 | 6.4 | % | 0 | 15,817,835 | 0 | 15,817,835 | |||||||||||||||||
| ASSF IV AIV B Holdings III, L.P. | 946,429 | 0.4 | % | 0 | 946,429 | 0 | 946,429 | |||||||||||||||||
| ASSF IV AIV B, L.P. | 1,878,741 | 0.8 | % | 0 | 1,878,741 | 0 | 1,878,741 | |||||||||||||||||
| ASSF Operating Manager IV L.P. | 1,878,741 | 0.8 | % | 0 | 1,878,741 | 0 | 1,878,741 | |||||||||||||||||
| Ares Management LLC | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Management Holdings L.P. | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Holdco LLC | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Management Corporation | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Voting LLC | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Management GP LLC | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
| Ares Partners Holdco LLC | 23,945,156 | 9.6 | % | 0 | 23,945,156 | 0 | 23,945,156 | |||||||||||||||||
46
| CUSIP No. 35909D109 | 13D | Page 47 of 55 pages |
Includes (i) 90,699 shares held by ACOF VI Frontier AIV A1, L.P.; (ii) 32,525 shares held by ACOF VI Frontier AIV A2, L.P.; (iii) 7,589 shares held by ACOF VI Frontier AIV A3, L.P.; (iv) 98,660 shares held by ACOF VI Frontier AIV A4, L.P.; (v) 108,416 shares held by ACOF VI Frontier AIV A5, L.P.; (vi) 60,714 shares held by ACOF VI Frontier AIV A6, L.P.; (vii) 109,873 shares held by ACOF VI Frontier AIV A7, L.P.; (viii) 110,369 shares held by ACOF VI Frontier AIV A8, L.P.; (ix) 103,647 shares held by ACOF VI Frontier AIV A9, L.P.; (x) 32,775 shares held by ACOF VI Frontier AIV A10, L.P.; (xi) 5,470,925 shares held by ACOF VI Frontier AIV B1, L.P. (together with the foregoing entities, the "ACOF VI Funds"); (xii) 105,592 shares held by ASOF Frontier AIV A1, L.P.; (xiii) 18,032 shares held by ASOF Frontier AIV A2, L.P.; (xiv) 830,837 shares held by ASOF Frontier AIV A3, L.P.; (xv) 281,844 shares held by ASOF Frontier AIV A4, L.P.; (xvi) 167,160 shares held by ASOF Frontier AIV A5, L.P.; (xvii) 292,124 shares held by ASOF Frontier AIV A6, L.P.; (xviii) 289,417 shares held by ASOF Frontier AIV A7, L.P.; (xix) 238,026 shares held by ASOF Frontier AIV A8, L.P.; (xx) 360,644 shares held by ASOF Frontier AIV A9, L.P.; (xxi) 259,665 shares held by ASOF Frontier AIV A10, L.P.; (xxii) 245,236 shares held by ASOF Frontier AIV A11, L.P.; (xxiii) 9,597,579 shares held by ASOF Frontier AIV B1, L.P. (together with the foregoing entities, the "ASOF Funds"); (xxiv) 2,003,418 shares held by ASOF II Frontier Holdings 1 L.P.; (xxv) 96,560 shares held by ASOF II Frontier Holdings 2 L.P.; (xxvi) 107,553 shares held by ASOF II Frontier Holdings 3 L.P.; (xxvii) 104,240 shares held by ASOF II Frontier Holdings 4 L.P.; (xxviii) 103,240 shares held by ASOF II Frontier Holdings 5 L.P.; (xxix) 109,407 shares held by ASOF II Frontier Holdings 6 L.P.; (xxx) 109,675 shares held by ASOF II Frontier Holdings 7 L.P.; (xxxi) 479,922 shares held by ASOF II A (DE) Frontier Holdings 1 L.P.; (xxxii) 17,664 shares held by ASOF II A (DE) Frontier Holdings 2 L.P. (together with the foregoing entities, the "ASOF II Funds"); (xxxiii) 946,429 shares held by ASSF IV AIV B Holdings III, L.P. and (xxxiv) 932,312 shares held by ASSF IV AIV B, L.P. (together with the foregoing entity, the "ASSF Funds"). Also includes 22,388 shares held by accounts managed by Ares Management LLC, with respect to which each of Ares Management Holdings L.P., Ares Holdco LLC, Ares Management Corporation, Ares Voting LLC, Ares Management GP LLC, and Ares Partners Holdco LLC may be deemed to share voting or dispositive power.
Ares Partners Holdco LLC is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which together are the majority shareholders of Ares Management Corporation. Ares Management Corporation is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings LP, which is the sole member of Ares Management LLC, which is (a) the sole member of ACOF Investment Management LLC, which is the manager of the ACOF VI Funds, (b) the sole member of ASOF Investment Management LLC, which is the manager of the ASOF Funds and ASOF II Funds and (c) the general partner of ASSF Operating Manager IV, L.P., which is the manager of the ASSF Funds.
47
| CUSIP No. 35909D109 | 13D | Page 48 of 55 pages |
Each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners Holdco LLC.
(c) From December 4, 2024 to December 10, 2024, the Reporting Persons disposed of an aggregate of 12,245,000 shares of Common Stock in a series of transactions. Details by date, listing the number of shares of Common Stock disposed of and the price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC or the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
| Date | Shares Disposed Of | Price | ||||||
| December 4, 2024 | 170,000 | $ | 34.5190 | |||||
| December 6, 2024 | 275,000 | $ | 34.6367 | |||||
| December 9, 2024 | 300,000 | $ | 34.6148 | |||||
| December 10, 2024 | 11,500,000 | $ | 34.3700 | |||||
(d) None.
(e) Not applicable.
48
| CUSIP No. 35909D109 | 13D | Page 49 of 55 pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 12, 2024
| Ares Management LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A1, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A2, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A3, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A4, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A5, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
49
| CUSIP No. 35909D109 | 13D | Page 50 of 55 pages |
| ACOF VI Frontier AIV A6, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A7, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A8, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A9, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV A10, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF VI Frontier AIV B1, L.P. | ||
| By: ACOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
50
| CUSIP No. 35909D109 | 13D | Page 51 of 55 pages |
| ASOF Frontier AIV A1, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A2, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A3, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A4, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A5, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A6, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A7, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
51
| CUSIP No. 35909D109 | 13D | Page 52 of 55 pages |
| ASOF Frontier AIV A8, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A9, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A10, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV A11, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF Frontier AIV B1, L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 1 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 2 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
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| CUSIP No. 35909D109 | 13D | Page 53 of 55 pages |
| ASOF II FRONTIER HOLDINGS 3 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 4 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 5 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 6 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II FRONTIER HOLDINGS 7 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II A (DE) FRONTIER HOLDINGS 1 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASOF II A (DE) FRONTIER HOLDINGS 2 L.P. | ||
| By: ASOF Investment Management LLC, its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
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| CUSIP No. 35909D109 | 13D | Page 54 of 55 pages |
| ASOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF IV AIV B Holdings III, L.P. | ||
| By: ASSF Operating Manager IV, L.P., its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF IV AIV B, L.P. | ||
| By: ASSF Operating Manager IV, L.P., its manager | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ASSF Operating Manager IV, L.P. | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: Ares Holdco LLC, its general partner | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
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| CUSIP No. 35909D109 | 13D | Page 55 of 55 pages |
| Ares Voting LLC | ||
| By: Ares Partners Holdco LLC, its sole member | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
55