On June 12, 2020, FLS IX effected an in-kind pro rata stock
distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer’s Common Stock to its limited partners and general partner, including FHMLS IX, L.L.C., Topper and Heron.
Since August 9, 2022, FLSPF has purchased an aggregate of 2,795,916 shares of Common Stock of the Issuer for an approximate total purchase price of
$25,310,253.
Since August 9, 2022, FLS XI has purchased an aggregate of 822,118 shares of Common Stock of the Issuer for an approximate total
purchase price of $7,867,783.
On May 24, 2023, FLSPOF purchased an aggregate of 663,830 shares of Common Stock of the Issuer for an approximate
total purchase price of $7,800,003.
On May 25, 2024, Topper received 9,000 shares of Common Stock of the Issuer from the vesting of restricted
stock units that were granted to Topper on May 25, 2023 as consideration for Topper’s service on the Issuer’s board of directors.
FLS IX
holds 5,827,415 shares of Common Stock of the Issuer as of the date of this filing (the “FLS IX Shares”), FHMLS IX, L.L.C. holds 1 share of Common Stock of the Issuer as of the date of this filing (the “FHMLS IX, L.L.C.
Share”), FLSPF holds 2,795,916 shares of Common Stock of the Issuer as of the date of this filing (the “FLSPF Shares”), FLSPOF holds 663,830 shares of Common Stock of the Issuer as of the date of this filing
(the “FLSPOF Shares”), FLS XI holds 822,118 shares of Common Stock of the Issuer as of the date of this filing (the “FLS XI Shares”), Heron holds 14,937 shares of Common Stock of the Issuer as of the date of
this filing, which shares are held by The Heron Living Trust 11/30/2004, of which Heron is the co-trustee (the “Heron Shares”), and Topper holds 25,508 shares of Common Stock of the Issuer as
of the date of this filing, 21,596 of such shares are held directly by Topper and the remaining 3,912 shares are held by Topper Group III LLC, of which Topper is a manager (the “Topper Shares”).
The working capital of FLS IX, FLSPF, FLSPOF and FLS XI was the source of the funds for the purchase of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares
and the FLS XI Shares. No part of the purchase price of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares or the FLS XI Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding,
trading or voting the FLS IX Shares, the FHMLS IX, L.L.C. Share, the FLSPF Shares, the FLSPOF Shares, the FLS XI Shares, the Heron Shares or the Topper Shares.
Item 5. Interest in Securities of the Issuer
| |
(a) |
FLS IX is the record owner of the FLS IX Shares. As the sole general partner of FLS IX, FHMLS IX, L.P. may be
deemed to beneficially own the FLS IX Shares. As the sole general partner of FHMLS IX, L.P., FHMLS IX, L.L.C. may be deemed to beneficially own the FLS IX Shares. As members of FHMLS IX, L.L.C., each of Topper and Heron may be deemed to beneficially
own the FLS IX Shares. |
FHMLS IX, L.L.C. is the record owner of the FHMLS IX, L.L.C. Share. As members of FHMLS IX,
L.L.C., each of Topper and Heron may be deemed to beneficially own the FHMLS IX, L.L.C. Share.
FLSPF is the record owner of the FLSPF
Shares. As the sole general partner of FLSPF, FHMLSP, L.P. may be deemed to beneficially own the FLSPF Shares. As the sole general partner of FHMLSP, L.P., FHMLSP, L.L.C. may be deemed to beneficially own the FLSPF Shares. As members of FHMLSP,
L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPF Shares.
FLSPOF is the record owner of the FLSPOF
Shares. As the sole general partner of FLSPOF, FHMLSP Overage, L.P. may be deemed to beneficially own the FLSPOF Shares. As the sole general partner of FHMLSP Overage, L.P., FHMLSP Overage, L.L.C. may be deemed to beneficially own the FLSPOF Shares.
As members of FHMLSP Overage, L.L.C., each of Topper, Heron, Cha and Brush may be deemed to beneficially own the FLSPOF Shares.
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