*
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The remainder of this cover page shall be filled out for a Reporting Entity’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.
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1
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NAMES OF REPORTING PERSONS
|
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|
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The Conversant Opportunity Master Fund LP
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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|
|
0
|
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|||
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|
||||
8
|
SHARED VOTING POWER
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|
|
||
1,193,826(1)
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
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|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,193,826(1)
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,193,826(1)
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|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
||
9.9%(2)
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
||
PN
|
|
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|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 658,653 shares of Class A Common Stock issuable upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on the sum of (i) 11,400,203 outstanding shares of Class A Common Stock on June 12, 2024, as provided under the Form S-3 filed by the Issuer with the Securities and
Exchange Commission on June 21, 2024, plus (ii) 658,653 shares of Class A Common Stock issuable in the aggregate upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into account the
Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Conversant GP Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 658,653 shares of Class A Common Stock issuable upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on the sum of (i) 11,400,203 outstanding shares of Class A Common Stock on June 12, 2024, as provided under the Form S-3 filed by the Issuer with the Securities and
Exchange Commission on June 21, 2024, plus (ii) 658,653 shares of Class A Common Stock issuable in the aggregate upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into account the
Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Conversant Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, IA
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 658,653 shares of Class A Common Stock issuable upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on the sum of (i) 11,400,203 outstanding shares of Class A Common Stock on June 12, 2024, as provided under the Form S-3 filed by the Issuer with the Securities
and Exchange Commission on June 21, 2024, plus (ii) 658,653 shares of Class A Common Stock issuable in the aggregate upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into
account the Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Michael J. Simanovsky
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,193,826(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 658,653 shares of Class A Common Stock issuable upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on the sum of (i) 11,400,203 outstanding shares of Class A Common Stock on June 12, 2024, as provided under the Form S-3 filed by the Issuer with the
Securities and Exchange Commission on June 21, 2024, plus (ii) 658,653 shares of Class A Common Stock issuable in the aggregate upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP
taking into account the Beneficial Ownership Limitation.
|
|
THE CONVERSANT OPPORTUNITY MASTER FUND LP
|
|
||
|
|
|
||
|
By:
|
Conversant GP Holdings LLC
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT GP HOLDINGS LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT CAPITAL LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
MICHAEL J. SIMANOVSKY
|
|
||
By:
|
/s/ Paul Dumaine
|
|||
|
Name:
|
Paul Dumaine
|
|
|
|
|
Title:
|
Attorney-in-fact for Michael J. Simanovsky
|
|