* | 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. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) VLADIMIR SHMUNIS | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization United States | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 1,067,724 (1) | ||||||||||||||||||
6. | Shared voting power 3,553,286 (2)(4)(5) | |||||||||||||||||||
7. | Sole dispositive power 1,067,724 (1) | |||||||||||||||||||
8. | Shared dispositive power 3,612,286 (2)(3)(4)(5) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 4,680,010 (1)(2)(3)(4)(5) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 5.3% (4)(5)(6) | |||||||||||||||||||
12. | Type of reporting person (see instructions) IN |
(1) | Consists of (i) 19,003 shares of Class A Common Stock, (ii) 48,721 shares of Class A Common Stock subject to a restricted stock agreement that are scheduled to vest within 60 days of December 31, 2023 and (iii) 1,000,000 shares of Class B Common Stock held of record by Vladimir Shmunis TR UA March 14, 2023 Vladimir Shmunis 2023 Grantor Retained Annuity Trust. | ||||
(2) | Consists of (i) 3,471,618 shares of Class B Common Stock and (ii) 81,668 shares of Class A Common Stock. | ||||
(3) | Consists of 59,000 shares of Class A Common Stock. | ||||
(4) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. |
(5) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(6) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person, and (iii) 48,721 shares of Class A Common Stock underlying restricted stock units subject to a restricted stock agreement that are scheduled to vest within 60 days of December 31, 2023. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) SANDRA SHMUNIS | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization United States | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 1,000,000 (1) | ||||||||||||||||||
6. | Shared voting power 3,553,286 (2)(4)(5) | |||||||||||||||||||
7. | Sole dispositive power 1,000,000 (1) | |||||||||||||||||||
8. | Shared dispositive power 3,612,286 (2)(3)(4)(5) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 4,612,286 (1)(2)(3)(4)(5) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 5.2% (4)(5)(6) | |||||||||||||||||||
12. | Type of reporting person (see instructions) IN |
(1) | Consists of 1,000,000 shares of Class B Common Stock held of record by Sandra Shmunis TR UA March 14, 2023 Sandra Shmunis 2023 Grantor Retained Annuity Trust. | ||||
(2) | Consists of (i) 3,471,618 shares of Class B Common Stock and (ii) 81,668 shares of Class A Common Stock. | ||||
(3) | Consists of 59,000 shares of Class A Common Stock. | ||||
(4) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. | ||||
(5) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(6) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3375227 ELCA, LLC | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization California | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 3,470,344 (1)(2)(3) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 3,470,344 (1)(2)(3) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 3,470,344 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 4.0% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 3,470,344 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376941 ELCA FUND I, L.P. | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization California | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 3,457,107 (1)(2)(3) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 3,457,107 (1)(2)(3) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 3,457,107 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 4.0% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) PN |
(1) | Consists of 3,457,107 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376944 ELCA FUND II, L.P. | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization California | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 5,926 (1)(2)(3) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 5,926 (1)(2)(3) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 5,926 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) PN |
(1) | Consists of 5,926 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 94-3376945 ELCA FUND III, L.P. | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization California | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 5,926 (1)(2)(3) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 5,926 (1)(2)(3) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 5,926 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) PN |
(1) | Consists of 5,926 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Vladimir G. Shmunis & Sandra Shmunis TR UA June 9, 1998 Shmunis Revocable Trust | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization Nevada | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 1,274 (1)(2)(3) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 1,274 (1)(2)(3) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 1,274 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 0.0% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 1,274 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Vladimir Shmunis TR UA March 14, 2023 Vladimir Shmunis 2023 Grantor Retained Annuity Trust | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization Nevada | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 1,000,000 (1)(2)(3) | ||||||||||||||||||
6. | Shared voting power 0 | |||||||||||||||||||
7. | Sole dispositive power 1,000,000 (1)(2)(3) | |||||||||||||||||||
8. | Shared dispositive power 0 | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 1,000,000 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 1.2% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 1,000,000 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Sandra Shmunis TR UA March 14, 2023 Sandra Shmunis 2023 Grantor Retained Annuity Trust | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization Nevada | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 1,000,000 (1)(2)(3) | ||||||||||||||||||
6. | Shared voting power 0 | |||||||||||||||||||
7. | Sole dispositive power 1,000,000 (1)(2)(3) | |||||||||||||||||||
8. | Shared dispositive power 0 | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 1,000,000 (1)(2)(3) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 1.2% (2)(3)(4) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 1,000,000 shares of Class B Common Stock. | ||||
(2) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B Common Stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred. The Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(3) | Assumes conversion of all such reporting person’s Class B Common Stock into Class A Common Stock. | ||||
(4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) 84-3809081 So Inclined Philanthropic Foundation | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization Nevada | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 0 | ||||||||||||||||||
6. | Shared voting power 81,668 (1) | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 81,668 (1) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 81,668 (1) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 0.1% (2) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 81,668 shares of Class A Common Stock. | ||||
(2) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person. |
CUSIP No. 76680R206 | ||||||||||||||||||||
1. | Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) The Shmunis Family Generations Trust under agreement dated December 29, 2020 | |||||||||||||||||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||
3. | SEC use only | |||||||||||||||||||
4. | Citizenship or place of organization Delaware | |||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | 5. | Sole voting power 59,000 (1) | ||||||||||||||||||
6. | Shared voting power 0 | |||||||||||||||||||
7. | Sole dispositive power 0 | |||||||||||||||||||
8. | Shared dispositive power 59,000 (1) | |||||||||||||||||||
9. | Aggregate amount beneficially owned by each reporting person 59,000 (1) | |||||||||||||||||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||
11. | Percent of class represented by amount in Row (9) 0.1% (2) | |||||||||||||||||||
12. | Type of reporting person (see instructions) OO |
(1) | Consists of 59,000 shares of Class A Common Stock. | ||||
(2) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 83,543,267 shares of Class A Common Stock outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person. |
(a) | Name of Issuer: |
(b) | Address of Issuer’s Principal Executive Offices: |
(a) | Name of Person Filing: |
(b) | Address of Principal Business Office or, if none, Residence: |
(c) | Citizenship: |
(d) | Title of Class of Securities: |
(e) | CUSIP Number: |
(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) | ☐ | Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E); | ||||||||||||
(f) | ☐ | Employee Benefit Plan or Endowment Fund in accordance with SS 240. 13d-1(b) (ii) (F); | ||||||||||||
(g) | ☐ | Parent Holding Company or Control Person in accordance with SS.SS.240. 13d-1(b) (ii) (G); | ||||||||||||
(h) | ☐ | A savings association 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); | ||||||||||||
(j) | ☐ | Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J); |
Reporting Person | Amount Beneficially Owned Class A | Percent of Class A | Amount Beneficially Owned Class B | Percent of Class B | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||||||||||||||||||||||||||||||||||||||
Vladimir Shmunis | 4,680,010 | 5.3 | % | 4,471,618 | 45.1 | % | 1,067,724 | 3,553,286 | 1,067,724 | 3,612,286 | ||||||||||||||||||||||||||||||||||||||||
Sandra Shmunis | 4,612,286 | 5.2 | % | 4,471,618 | 45.1 | % | 1,000,000 | 3,553,286 | 1,000,000 | 3,612,286 | ||||||||||||||||||||||||||||||||||||||||
ELCA LLC | 3,470,344 | 4.0 | % | 3,470,344 | 35.0 | % | — | 3,470,344 | — | 3,470,344 | ||||||||||||||||||||||||||||||||||||||||
ELCA I | 3,457,107 | 4.0 | % | 3,457,107 | 34.8 | % | — | 3,457,107 | — | 3,457,107 | ||||||||||||||||||||||||||||||||||||||||
ELCA II | 5,926 | 0.0 | % | 5,926 | 0.1 | % | — | 5,926 | — | 5,926 | ||||||||||||||||||||||||||||||||||||||||
ELCA III | 5,926 | 0.0 | % | 5,926 | 0.1 | % | — | 5,926 | — | 5,926 | ||||||||||||||||||||||||||||||||||||||||
Trust | 1,274 | 0.0 | % | 1,274 | 0.0 | % | — | 1,274 | — | 1,274 | ||||||||||||||||||||||||||||||||||||||||
VST | 1,000,000 | 1.2 | % | 1,000,000 | 10.1 | % | 1,000,000 | — | 1,000,000 | — | ||||||||||||||||||||||||||||||||||||||||
SST | 1,000,000 | 1.2 | % | 1,000,000 | 10.1 | % | 1,000,000 | — | 1,000,000 | — | ||||||||||||||||||||||||||||||||||||||||
SIPF | 81,668 | 0.1 | % | — | — | — | 81,668 | — | 81,668 | |||||||||||||||||||||||||||||||||||||||||
GST | 59,000 | 0.1 | % | — | — | 59,000 | — | — | 59,000 |
By: | /s/ Vladimir Shmunis | |||||||
Name: | Vladimir Shmunis |
Exhibit No. | Exhibit | ||||||||||