| | | | |
| CUSIP No. 70439P108 | | SCHEDULE 13G | | Page 12 of 15 |
| | (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
See responses to Item 11 on each cover page.
| | (c) | Number of shares as to which the Reporting Persons have: |
| | (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| | (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| | (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| | (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
AKKR Fund III Management Company CV, LP (“CV III GP”) is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP (“GC III GP”) is the sole general partner of GC III. AKKR Growth Capital Management Company II, LP (“GC II GP”) is the sole general partner of GC II Strategic and GC II. AKKR Management Company, LLC (“UGP”) is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP and GC II GP. Accel-KKR Holdings GP, LLC (“Topco GP”) is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (the “Management Company”) is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Consequently, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC II GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds.
Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI Investors L.L.C. (“KKR-AKI”) is subject to a voting agreement with respect to the shares of Class B common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as required by such voting agreement if KKR-AKI does not comply with the terms thereof.
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Form 8-K filed May 28, 2021 (the “Agreement”), among (i) the Issuer), (ii) the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma (“Sharma”), (v) Ashigrace, LLC (“Ashigrace”), (vi) The Sharma Family Trust A dated March 30, 2021 (“Sharma A”), (vii) The Sharma Family Trust B dated March 30, 2021 (“Sharma B”), (viii) The Sharma Family Trust C dated March 30, 2021 (“Sharma C”), (ix) The Sharma Family Trust D dated March 30, 2021 (“Sharma D”), (x) The Ruma Sharma Family Trust dated December 3, 2018 (“Ruma Sharma Trust” and together with Sharma, Ashigrace, Sharma A, Sharma B, Sharma C and Sharma D, the “Sharma Investors” and collectively together with the Accel-KKR Funds and KKR-AKI, the “Investor Parties”), each of the Investor Parties have agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all Class A and Class B Shares beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuer’s board of directors.
As parties to the Agreement, the Reporting Persons may be deemed to be part of a “group” pursuant to Rule 13d-3(a) with the Sharma Investors. Such “group” would be deemed to beneficially own an aggregate of 2,380,950 Class A Shares and 104,480,226 Class A Shares issuable upon conversion of outstanding Class B Shares and Class B Shares issuable upon exercise of outstanding options exercisable within 60 days of the date of this filing, or 88.30% of the Issuer’s outstanding Class A Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such “group” and disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by Sharma on February 14, 2022.
