UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Squarespace, Inc.
|
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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85225A107
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(Cusip Number)
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Hannah E. Dunn
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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October 9, 2024
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(Date of Event which Requires Filing of this Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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).
(Continued on following pages)
Page 1 of 43 Pages
Exhibit Index Found on Page 34
13D
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CUSIP No. 85225A107
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item
1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
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3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS (See Instructions)
WC
|
||
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
0
|
|
|
8
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SHARED VOTING POWER
888,900 1
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||
|
9
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SOLE DISPOSITIVE POWER
0
|
||
|
10
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SHARED DISPOSITIVE POWER
888,900 1
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,900 1
|
||
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% 1
|
||
|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 2 of 43 Pages
13D
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CUSIP No. 85225A107
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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
California
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
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SHARED VOTING POWER
1,257,700 1
|
||
|
9
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SOLE DISPOSITIVE POWER
0
|
||
|
10
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SHARED DISPOSITIVE POWER
1,257,700 1
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,700 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% 1
|
||
|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 3 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
0
|
|
|
8
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SHARED VOTING POWER
313,200 1
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||
|
9
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SOLE DISPOSITIVE POWER
0
|
||
|
10
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SHARED DISPOSITIVE POWER
313,200 1
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,200 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% 1
|
||
|
14
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 4 of 43 Pages
13D
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CUSIP No. 85225A107
|
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1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
153,300 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
153,300 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,300 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 5 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
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NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
210,400 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
210,400 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,400 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 6 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
2,310,181 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
2,310,181 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,310,181 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 7 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
109,419 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
109,419 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,419 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 8 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
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
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
356,900 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
356,900 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,900 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 9 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an aggregate of 5,600,000 Shares (as defined in Item 1),
representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
5,243,100 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,243,100 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,243,100 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 10 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
210,400 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
210,400 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,400 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 11 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
356,900 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
356,900 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,900 1
|
||
|
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% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 12 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 13 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 14 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 15 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 16 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 17 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 18 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 19 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 20 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 21 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 22 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 23 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 24 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 25 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 26 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
05,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 27 of 43 Pages
13D
|
CUSIP No. 85225A107
|
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing acquired an
aggregate of 5,600,000 Shares (as defined in Item 1), representing 6.1% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover
page. 1
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
5,600,000 1
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
5,600,000 1
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,600,000 1
|
||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% 1
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
1 On October 9, 2024, the Farallon Funds (as defined in Item 2) purchased Shares (as defined in Item 1), as a
result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the class of Shares then outstanding. Rows 7 through 13 of the cover page for each Reporting Person report beneficial ownership of Shares
acquired through October 9, 2024, the last date on which the Farallon Funds acquired Shares. As described in the Preliminary Note and reported in Item 5(e), on October 11, 2024, the Farallon Funds tendered all Shares held by them pursuant to the Tender Offer (as defined in the Preliminary Note), which Shares were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of the
date this Statement is filed, none of the Reporting Persons is a beneficial owner of any Shares.
Page 28 of 43 Pages
Preliminary Note
On October 9, 2024, the Farallon Funds purchased Shares, as a result of which the Reporting Persons in the aggregate acquired beneficial
ownership of more than 5% of the class of Shares then outstanding.
On October 11, 2024, the Farallon Funds tendered all Shares then held by them pursuant to a tender offer conducted by Spaceship Group
MergerCo, Inc. (as further described in the Company’s Schedule 14D-9 filed with the SEC on September 16, 2024, the “Tender Offer”). As disclosed by the
Company in Amendment No. 3 to the Company’s Schedule 14D-9 filed with the SEC on October 15, 2024 (the “Schedule 14D-9 Amendment”), all Shares validly tendered
pursuant to the Tender Offer were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares. See Item 5(e) below.
Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.
Item 1. Security and Issuer
This statement relates to shares of Class A
common stock, par value $0.0001 per share (the “Shares”), of Squarespace, Inc. (the “Company”). The
principal executive office of the Company is 225 Varick Street, 12th Floor, New York, NY 10014.
|
Item 2.
|
Identity and Background
|
(a) This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
|
(i)
|
Farallon Capital Partners, L.P., a California limited
partnership (“FCP”), with respect to the Shares held by it;
|
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;
|
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;
|
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;
|
|
(v)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;
|
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;
|
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; and
|
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together
referred to herein as the “Farallon Funds.”
The Farallon General Partner
|
(ix)
|
Farallon Partners, L.L.C., a Delaware limited
liability company (the “Farallon General Partner”), which is
(i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
|
The FCIP V General Partner
|
(x)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP
V.
|
The F5MI General Partner
|
(xi)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.
|
The Farallon Individual Reporting Persons
|
(xii)
|
The following persons, each of
whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the
Shares held by the Farallon Funds: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren
and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”
(b) The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and
(ii) each of the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(c) The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the
Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole
member of general partners of investment partnerships, including the FCIP V General Partner. The principal business of the FCIP V General Partner is to act
as the general partner of FCIP V. The principal business of the F5MI General Partner is to act as the general partner of F5MI. The principal business of each of the
Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the
F5MI General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom.
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1
hereto.
Page 29 of 43 Pages
Item 3. Source and Amount of Funds or Other Consideration
The table below sets forth the approximate net investment cost (excluding commissions) for the Shares held by each of the Farallon Funds
as of immediately prior to their tender of such Shares pursuant to the Tender Offer:
|
Entity
|
Number of Shares
|
Approx. Net Investment Cost
|
|
|
FCP
|
888,900
|
$
|
40,475,976
|
|
FCIP
|
1,257,700
|
$
|
57,248,404
|
|
FCIP II
|
313,200
|
$
|
14,269,181
|
|
FCIP III
|
153,300
|
$
|
6,990,058
|
|
FCIP V
|
210,400
|
$
|
9,582,872
|
|
FCOI II
|
2,310,181
|
$
|
105,117,593
|
|
FCAMI
|
109,419
|
$
|
4,987,802
|
|
F5MI
|
356,900
|
$
|
16,308,005
|
|
$
|
254,979,891
|
The consideration for such acquisitions was obtained from working capital and/or from borrowings pursuant to margin accounts
maintained by the Farallon Funds with one or more brokers in the ordinary course of business. Such margin accounts from time to time may have debit balances secured by Shares. Since other securities may be held in such margin accounts, it may
not be possible to determine the amount, if any, of margin borrowings used to acquire the Shares.
Item 4. Purpose of Transaction
The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.
The purpose of the acquisition of the Shares was for investment prior to and in anticipation of tendering such Shares pursuant to the
Tender Offer. Other than disposing of all of the Shares held by the Farallon Funds pursuant to the Tender Offer, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in
subparagraphs (a) - (j) of Item 4 of Schedule 13D.
On October 11, 2024, the Farallon Funds tendered pursuant to
the Tender Offer all of the aggregate 5,600,000 Shares then held by them for a purchase price of $46.50 in cash per Share. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender
Offer were irrevocably accepted for purchase on October 14, 2024. Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares. See Item 5(e) below.
Item 5. Interest in Securities of the Issuer
The Farallon Funds
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such
Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 91,086,529 Shares outstanding as of September 1, 2024, as indicated in the Company’s Schedule 14D-9 filed with the
Securities and Exchange Commission (the “SEC”) on September 16, 2024.
|
(c) None.
| (d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of,
the Shares held by each of the Farallon Funds other than F5MI. The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V.
The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a managing member
or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General
Partner and the F5MI General Partner.
|
| (e) |
On October 11, 2024, the Farallon Funds tendered pursuant to the
Tender Offer all of the aggregate 5,600,000 Shares then held by them. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender Offer were irrevocably accepted for
purchase on October 14, 2024. Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares.
|
|
|
The Farallon General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.
|
(c) None.
| (d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by each of
the Farallon Funds other than F5MI. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner.
|
| (e) |
On October 11, 2024, the Farallon Funds tendered pursuant to the Tender Offer all of the
aggregate 5,600,000 Shares then held by them. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender Offer were irrevocably accepted for purchase on October 14, 2024.
Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares.
|
Page 30 of 43 Pages
The FCIP V General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the FCIP V
General Partner is incorporated herein by reference.
|
(c) None.
| (d) |
The FCIP V General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. Each of the Farallon Individual Reporting Persons is a manager or senior manager, as the case may be, of the FCIP V General Partner.
|
| (e) |
On October 11, 2024, the Farallon Funds tendered pursuant to the Tender Offer all of the
aggregate 5,600,000 Shares then held by them. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender Offer were irrevocably accepted for purchase on October 14, 2024.
Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares.
|
The F5MI General Partner
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the F5MI
General Partner is incorporated herein by reference.
|
(c) None.
| (d) |
The F5MI General Partner has the power to direct the receipt of dividends relating
to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a manager or senior
manager, as the case may be, of the F5MI General Partner.
|
| (e) |
On October 11, 2024, the Farallon Funds tendered pursuant to the Tender Offer all of the
aggregate 5,600,000 Shares then held by them. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender Offer were irrevocably accepted for purchase on October 14, 2024.
Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares.
|
The Farallon Individual Reporting Persons
| (a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each
such Farallon Individual Reporting Person.
|
(c) None.
| (d) |
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by each of
the Farallon Funds other than F5MI. The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. The F5MI General Partner has the
power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case
may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner.
|
| (e) |
On October 11, 2024, the Farallon Funds tendered pursuant to the Tender Offer all of the
aggregate 5,600,000 Shares then held by them. As disclosed by the Company in the Schedule 14D-9 Amendment, all Shares validly tendered pursuant to the Tender Offer were irrevocably accepted for purchase on October 14, 2024.
Accordingly, as of such date, the Reporting Persons ceased to have beneficial ownership of any Shares.
|
The Shares reported hereby for the Farallon Funds are beneficially owned by the Farallon Funds. The Farallon General Partner, as
general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares beneficially owned by the Farallon Funds other than F5MI. The FCIP V
General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares beneficially owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares
beneficially owned by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V
General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares beneficially owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6.
Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Page 31 of 43 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: October 16, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas
Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
The Powers of Attorney executed by each of Dapice, Dreyfuss, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito,
Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A
Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.
Page 32 of 43 Pages
ANNEX 1
Set forth below with respect to each of the Farallon
General Partner, the FCIP V General Partner and the F5MI General Partner is the following information: (a) name; (b) business address; (c) principal business; (d) state of
organization; and (e) controlling persons. Set forth below with respect to each managing member of the Farallon General Partner is the following information: (a)
name; (b) business address; (c) principal occupation; and (d) citizenship.
|
1.
|
Farallon General Partner
|
|
(a)
|
Farallon Partners, L.L.C.
|
|
|
(b)
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111 |
|
|
(c)
|
Serves as the general partner of various investment partnerships and as the sole member of various general partners of investment partnerships
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managing Members: Andrew J.M. Spokes, Senior Managing Member; and Richard Bollini, Colby Clark, Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn,
Richard B. Fried, Varun N. Gehani, Nicolas Giauque, Cameron Hillyer, David T. Kim, Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Matthew Trentini, John R. Warren
and Mark C. Wehrly, Managing Members.
|
|
2.
|
FCIP V General Partner
|
|
(a)
|
Farallon Institutional (GP) V, L.L.C.
|
|||
|
(b)
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111 |
|||
|
(c)
|
Serves as the general partner of Four Crossings Institutional Partners V, L.P.
|
|||
|
(d)
|
Delaware limited liability company
|
|||
|
(e)
|
Managers: Andrew J.M. Spokes, Senior Manager; and Richard Bollini, Colby Clark, Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B.
Fried, Varun N. Gehani, Nicolas Giauque, Cameron Hillyer, David T. Kim, Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Matthew Trentini, John R. Warren and Mark C.
Wehrly, Managers.
|
|||
|
3.
|
F5MI General Partner
|
|||
|
(a)
|
Farallon F5 (GP), L.L.C.
|
|
|
(b)
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111 |
|
|
(c)
|
Serves as the general partner of Farallon Capital F5 Master I, L.P.
|
|
|
(d)
|
Delaware limited liability company
|
|
|
(e)
|
Managers: Andrew J.M. Spokes, Senior Manager; and Richard Bollini, Colby Clark, Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B.
Fried, Varun N. Gehani, Nicolas Giauque, Cameron Hillyer, David T. Kim, Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Matthew Trentini, John R. Warren and Mark C.
Wehrly, Managers.
|
|
5.
|
Managing Members of the Farallon General Partner
|
|||
|
(a)
|
Andrew J.M. Spokes, Senior Managing Member; and Richard Bollini, Colby Clark, Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B. Fried,
Varun N. Gehani, Nicolas Giauque, Cameron Hillyer, David T. Kim, Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Matthew Trentini, John R. Warren and Mark C. Wehrly,
Managing Members.
|
|||
|
(b)
|
c/o Farallon Partners, L.L.C.
One Maritime Plaza, Suite 2100 San Francisco, California 94111 |
|||
|
(c)
|
The principal occupation of Andrew J.M. Spokes is serving as Senior Managing Member of the Farallon General Partner and Farallon Capital Management, L.L.C. The principal occupation of each other Managing Member of the Farallon General Partner is serving as a Managing Member of each of the Farallon General Partner and Farallon Capital Management, L.L.C.
|
|||
|
(d)
|
Each of the Managing Members of the Farallon General Partner, other than Andrew J.M. Spokes, Nicolas Giauque and Cameron Hillyer, is a citizen of the
United States. Mr. Spokes is a citizen of the United Kingdom. Mr. Giauque is a citizen of France. Mr. Hillyer is a citizen of Australia.
|
|||
None of the Farallon General Partner and its Managing Members has any additional information to disclose with respect to Items 2-6 of this Schedule 13D that is not otherwise disclosed in this Schedule 13D.
Page 33 of 43 Pages
EXHIBIT INDEX
|
1.
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated October 16, 2024
|
Page 34 of 43 Pages
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: October 16, 2024
|
/s/ Hannah E. Dunn
|
|
|
FARALLON PARTNERS, L.L.C.,
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
|
By Hannah E. Dunn, Managing Member
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
FARALLON F5 (GP), L.L.C.
|
|
|
On its own behalf and
|
|
|
As the General Partner of
|
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
|
By Hannah E. Dunn, Manager
|
|
|
/s/ Hannah E. Dunn
|
|
|
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas
Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
Page 35 of 43 Pages
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant to the Tender Offer all of the 888,900 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
2,800 (P)
|
$45.30
|
|
8/30/2024
|
5,700 (P)
|
$45.23
|
|
9/3/2024
|
4,700 (P)
|
$45.31
|
|
9/4/2024
|
4,900 (P)
|
$45.25
|
|
9/6/2024
|
27,300 (P)
|
$45.40
|
|
9/30/2024
|
80,400 (P)
|
$46.43
|
|
10/1/2024
|
33,700 (P)
|
$46.40
|
|
10/2/2024
|
3,500 (P)
|
$46.43
|
|
10/3/2024
|
28,700 (P)
|
$46.45
|
|
10/4/2024
|
126,800 (P)
|
$46.49
|
|
10/7/2024
|
65,400 (P)
|
$46.48
|
|
10/9/2024
|
177,100 (P)
|
$46.50
|
|
10/14/2024
|
888,900 (S)
|
$46.50
|
Page 36 of 43 Pages
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 1,257,700 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
3,300 (P)
|
$45.30
|
|
8/30/2024
|
6,900 (P)
|
$45.23
|
|
9/3/2024
|
6,200 (P)
|
$45.31
|
|
9/4/2024
|
6,200 (P)
|
$45.25
|
|
9/6/2024
|
36,000 (P)
|
$45.40
|
|
9/30/2024
|
122,500 (P)
|
$46.43
|
|
10/1/2024
|
46,800 (P)
|
$46.40
|
|
10/2/2024
|
4,800 (P)
|
$46.43
|
|
10/3/2024
|
39,400 (P)
|
$46.45
|
|
10/4/2024
|
160,900 (P)
|
$46.49
|
|
10/7/2024
|
90,400 (P)
|
$46.48
|
|
10/9/2024
|
261,000 (P)
|
$46.50
|
|
10/14/2024
|
1,257,700 (S)
|
$46.50
|
Page 37 of 43 Pages
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 313,200 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
800 (P)
|
$45.30
|
|
8/30/2024
|
1,700 (P)
|
$45.23
|
|
9/3/2024
|
1,500 (P)
|
$45.31
|
|
9/4/2024
|
1,500 (P)
|
$45.25
|
|
9/6/2024
|
8,900 (P)
|
$45.40
|
|
9/30/2024
|
30,800 (P)
|
$46.43
|
|
10/1/2024
|
11,700 (P)
|
$46.40
|
|
10/2/2024
|
1,200 (P)
|
$46.43
|
|
10/3/2024
|
10,100 (P)
|
$46.45
|
|
10/4/2024
|
41,200 (P)
|
$46.49
|
|
10/7/2024
|
23,200 (P)
|
$46.48
|
|
10/9/2024
|
68,100 (P)
|
$46.50
|
|
10/14/2024
|
313,200 (S)
|
$46.50
|
Page 38 of 43 Pages
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 153,300 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
400 (P)
|
$45.30
|
|
8/30/2024
|
900 (P)
|
$45.23
|
|
9/3/2024
|
800 (P)
|
$45.31
|
|
9/4/2024
|
800 (P)
|
$45.25
|
|
9/6/2024
|
4,800 (P)
|
$45.40
|
|
9/30/2024
|
16,600 (P)
|
$46.43
|
|
10/1/2024
|
6,300 (P)
|
$46.40
|
|
10/2/2024
|
700 (P)
|
$46.43
|
|
10/3/2024
|
5,400 (P)
|
$46.45
|
|
10/4/2024
|
21,600 (P)
|
$46.49
|
|
10/7/2024
|
11,300 (P)
|
$46.48
|
|
10/9/2024
|
31,200 (P)
|
$46.50
|
|
10/14/2024
|
153,300 (S)
|
$46.50
|
Page 39 of 43 Pages
SCHEDULE E
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 210,400 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
600 (P)
|
$45.30
|
|
8/30/2024
|
1,200 (P)
|
$45.23
|
|
9/3/2024
|
1,100 (P)
|
$45.31
|
|
9/4/2024
|
1,100 (P)
|
$45.25
|
|
9/6/2024
|
6,200 (P)
|
$45.40
|
|
9/30/2024
|
20,500 (P)
|
$46.43
|
|
10/1/2024
|
7,700 (P)
|
$46.40
|
|
10/2/2024
|
800 (P)
|
$46.43
|
|
10/3/2024
|
6,700 (P)
|
$46.45
|
|
10/4/2024
|
28,000 (P)
|
$46.49
|
|
10/7/2024
|
15,400 (P)
|
$46.48
|
|
10/9/2024
|
44,400 (P)
|
$46.50
|
|
10/14/2024
|
210,400 (S)
|
$46.50
|
Page 40 of 43 Pages
SCHEDULE F
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 2,310,181 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
6,800 (P)
|
$45.30
|
|
8/30/2024
|
13,900 (P)
|
$45.23
|
|
9/3/2024
|
12,800 (P)
|
$45.31
|
|
9/4/2024
|
12,980 (P)
|
$45.25
|
|
9/6/2024
|
72,674 (P)
|
$45.40
|
|
9/30/2024
|
219,300 (P)
|
$46.43
|
|
10/1/2024
|
88,800 (P)
|
$46.40
|
|
10/2/2024
|
8,863 (P)
|
$46.43
|
|
10/3/2024
|
73,012 (P)
|
$46.45
|
|
10/4/2024
|
318,961 (P)
|
$46.49
|
|
10/7/2024
|
162,800 (P)
|
$46.48
|
|
10/9/2024
|
438,068 (P)
|
$46.50
|
|
10/14/2024
|
2,310,181 (S)
|
$46.50
|
Page 41 of 43 Pages
SCHEDULE G
FARALLON CAPITAL (AM) INVESTORS, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 109,419 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
344 (P)
|
$45.30
|
|
8/30/2024
|
776 (P)
|
$45.23
|
|
9/3/2024
|
600 (P)
|
$45.31
|
|
9/4/2024
|
700 (P)
|
$45.25
|
|
9/6/2024
|
3,700 (P)
|
$45.39
|
|
9/30/2024
|
10,000 (P)
|
$46.43
|
|
10/1/2024
|
4,300 (P)
|
$46.40
|
|
10/2/2024
|
400 (P)
|
$46.43
|
|
10/3/2024
|
3,764 (P)
|
$46.45
|
|
10/4/2024
|
16,000 (P)
|
$46.49
|
|
10/7/2024
|
8,300 (P)
|
$46.48
|
|
10/9/2024
|
22,700 (P)
|
$46.50
|
|
10/14/2024
|
109,419 (S)
|
$46.50
|
Page 42 of 43 Pages
SCHEDULE H
FARALLON CAPITAL F5 MASTER, L.P.
This Schedule sets forth information with respect to each
transaction in Shares effectuated by the Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. On October 11, 2024, the Reporting Person tendered pursuant
to the Tender Offer all of the 356,900 Shares then held by it, for a purchase price of $46.50 in cash per Share.
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
|
8/29/2024
|
1,100 (P)
|
$45.30
|
|
8/30/2024
|
2,300 (P)
|
$45.23
|
|
9/3/2024
|
2,300 (P)
|
$45.31
|
|
9/4/2024
|
2,300 (P)
|
$45.25
|
|
9/6/2024
|
12,800 (P)
|
$45.40
|
|
9/30/2024
|
39,900 (P)
|
$46.43
|
|
10/1/2024
|
15,700 (P)
|
$46.40
|
|
10/2/2024
|
1,600 (P)
|
$46.43
|
|
10/3/2024
|
13,300 (P)
|
$46.45
|
|
10/4/2024
|
54,300 (P)
|
$46.49
|
|
10/7/2024
|
28,200 (P)
|
$46.48
|
|
10/9/2024
|
75,800 (P)
|
$46.50
|
|
10/14/2024
|
356,900 (S)
|
$46.50
|
Page 43 of 43 Pages