☒ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
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*
|
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 the disclosures provided in a prior cover page.
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SCHEDULE 13G
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CUSIP No. 349853101
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Clearlake Capital Group, L.P.
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|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
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3
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SEC USE ONLY
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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||
3,649,876
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
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||
3,649,876
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,649,876
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|||
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||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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13.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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SCHEDULE 13G
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CUSIP No. 349853101
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
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José Enrique Feliciano
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
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|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
13.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
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|
|||
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|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Behdad Eghbali
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,649,876
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
13.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 5 of 10 Pages
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
i) |
Clearlake Capital Group, L.P. (“Clearlake Capital Group”);
|
ii) |
José Enrique Feliciano (“Mr. Feliciano”); and
|
iii) |
Behdad Eghbali (“Mr. Eghbali”).
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Item 2(c). |
Citizenship:
|
i) |
Clearlake Capital Group is a Delaware limited partnership;
|
ii) |
Mr. Feliciano is a citizen of the United States of America; and
|
iii) |
Mr. Eghbali is a citizen of the United States of America.
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 6 of 10 Pages
|
Item 3. |
If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
☒
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☒
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(k)
|
☐
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership:
|
(a) |
Amount beneficially owned:
|
(b) |
Percent of class:
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 3,649,876
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 3,649,876
|
Item 5. |
Ownership of Five Percent or Less of a Class:
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person:
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 7 of 10 Pages
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
Item 8. |
Identification and Classification of Members of the Group:
|
Item 9. |
Notice of Dissolution of Group:
|
Item 10. |
Certification:
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 8 of 10 Pages
|
Dated: May 9, 2024
|
||
CLEARLAKE CAPITAL GROUP, L.P.
|
||
By:
|
/s/ John Cannon
|
|
Name:
|
John Cannon
|
|
Attorney-in-Fact
|
||
JOSÉ E. FELICIANO
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
||
BEHDAD EGHBALI
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 9 of 10 Pages
|
Exhibit No.
|
|
1
|
Joint Filing Agreement, dated May 9, 2024
|
2
|
Power of Attorney of Reporting Persons (incorporated by reference to Exhibit No. 2 to the Schedule 13G filed by the Reporting Persons on February 8, 2021)
|
SCHEDULE 13G
|
|
CUSIP No. 349853101
|
Page 10 of 10 Pages
|
EXECUTED this 9th of May, 2024 | ||
CLEARLAKE CAPITAL GROUP, L.P.
|
||
By:
|
/s/ John Cannon
|
|
Name:
|
John Cannon
|
|
Attorney-in-Fact
|
||
JOSÉ E. FELICIANO
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
||
BEHDAD EGHBALI
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|