UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Sponsor Units (1) | (2) | (2) | Common Stock | 4,200,000 | $ (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kingsley Lawrence D 1218 MENLO DRIVE ATLANTA, GA 30318 |
X |
/s/ Emmanuelle Lee, attorney-in-fact | 10/22/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of shares of Class A Common Stock of the Issuer ("Common Stock") that are held by Sponsor. |
(2) | Sponsor Units are subject to both service- and performance-vesting conditions. Sponsor Units will service-vest ratably on each of October 20, 2022 and October 20, 2023, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. Additionally, 75% and 25% of the Sponsor Units will performance-vest on the first trading day following October 20, 2021 for which the volume weighted average price of shares of Common Stock is $12 or $14, respectively, for at least 20 of 30 consecutive trading days, provided that such date, in each case, occurs on or before October 20, 2026. The Reporting Person is not entitled to distributions in respect of Sponsor Units until all applicable vesting conditions are satisfied. |
Remarks: Exhibit 24 POA. |