| Item 3 | Source and Amount of Funds or Other Considerations |
Between October 2016 and December 2020, Holdings acquired 9,974,126 shares of the Issuer’s common stock for an aggregate purchase price of $161,508,952.92, at prices and on the dates set forth in Schedule A hereto. Holdings funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
In June 2015, Holdings acquired 2,158,411 shares of the Issuer’s Series B preferred stock from the Issuer at a per share price of $32.4313 in cash. In May 2020, Holdings acquired 4,674,685 shares of the Issuer’s Series C preferred stock from the Issuer at a per share price of $10.58895 in cash. On October 2, 2020, Holdings acquired 299,670 shares of the Issuer’s Series Seed preferred stock at a per share price of $23.00 in cash from certain holders thereof pursuant to a stock purchase agreement. Holdings funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand. Prior to the Issuer’s initial public offering, all shares of Series B preferred stock, Series C preferred stock and Series Seed preferred stock automatically converted into shares of Common Stock.
On June 12, 2020, Sharing acquired 155,665 shares of the Issuer’s common stock at a per share price of $7.00 in cash from certain holders thereof pursuant to stock purchase agreements. Sharing funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
On February 2, 2017, the Issuer effectuated a 4-1 forward stock split of all of its then outstanding shares of preferred stock and common stock.
On March 26, 2021, Subsidiary purchased 2,127,659 shares of Common Stock at a price of $47.00 per share from the Issuer in the Issuer’s initial public offering. Subsidiary funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.
| Item 4 | Purpose of Transaction |
The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 4.
The Reporting Persons who hold Common Stock directly acquired those shares as an investment in the regular course of their businesses. The Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Pueo Keffer, an executive vice president of Access Industries, Inc., currently serves on the Issuer’s board of directors. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Stock in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s Common Stock, in each case, subject to limitations under applicable law and the Registration Rights Agreement (as defined below).
The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Except as set forth above, the Reporting Persons have no plans or proposals with respect to the Issuer.
| Item 5 | Interest in Securities of the Issuer |
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
23,582,125 shares of Common Stock are owned directly by Holdings and may be deemed to be beneficially owned by AIM and Len Blavatnik because (i) AIM is the sole manager of Holdings and (ii) Len Blavatnik controls AIM and a majority of the outstanding voting interests in Holdings. Each of the Reporting Persons (other than Holdings), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
155,665 shares of Common Stock are owned directly by Sharing and may be deemed to be beneficially owned by AIM, AIH and Len Blavatnik because (i) AIM is the sole manager of Sharing and AIH, (ii) AIH controls all of the outstanding voting interests in Sharing and (iii) Len Blavatnik controls AIM and a majority of the outstanding voting interests in AIH. Each of the Reporting Persons (other than Sharing), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
