Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Vistra Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
92840M102
|
(CUSIP Number)
|
December 31, 2021
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
*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.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
2
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BAM Partners Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Solely in its capacity as the sole owner of Class B Voting Share of BAM. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
3
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Holdings Canada Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
4
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
5
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield US Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
6
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
7
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Direct Investments Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,625,154 (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)
|
|
|
||
1.37%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by Brookfield Titan Holdings LP.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
8
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Capital Partners Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1) |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
9
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Funds Holdings Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
10
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Canada Adviser, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
11
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
12
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Group Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
13
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (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)
|
|
|
||
4.00%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the Brookfield Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
14
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Margin Investment GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,001,495(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,001,495(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,001,495(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)
|
|
|
||
1.87%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
15
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Margin Aggregator LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
9,001,495 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
9,001,495 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,001,495
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.87%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
16
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Titan Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
6,625,154 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,625,154
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,625,154
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.37%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
17
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Aggregator, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
96,960
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
96,960
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,705,256.10
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.97%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by the BCP Titan Margin Aggregator LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
18
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Sub-Aggregator, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
200,264
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,271,964.75(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
200,264
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,271,964.75(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,472,228.75
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.13%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by BCP Titan Margin Aggregator LP and Longhorn Capital GS LP, for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more
information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
19
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Longhorn Capital GS L.P.
|
|
< div style="text-align: left"> | |||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,030,935
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,030,935
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,030,935
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.21%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
20
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-AC, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
442,466
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
130,445(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
442,466
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
130,445(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
572,911
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.12%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
21
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-CN, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
1,141
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,141
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,141
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
22
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-DS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
139,838
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,929(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
139,838
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,929(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
141,767
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.03%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
23
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-FN, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
223,384
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
35,374(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
223,384
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
35,374(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
258,758
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.05%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
24
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-GLH, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
790
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
790
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
790
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
25
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-HI, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
<
td style="VERTICAL-ALIGN: middle; WIDTH: 2.05%; BACKGROUND-COLOR: #bfbfbf">
|
|||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
676,360
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
74,744(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
676,360
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
74,744(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
751,104
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.16%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
26
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-ICG, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
563,838
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
105,183(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
563,838
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
105,183(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
669,021
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
27
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-LB, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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 P
OWER
|
|
|
|
279,675
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,858(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
279,675
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,858(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
283,533
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
&
#xA0;
|
||
0.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
28
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-MCG, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
<
/td>
|
5
|
SOLE VOTING POWER
|
|
|
|
1,291
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,291
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,291
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
29
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-MRS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
4,035
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,035
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,035
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
30
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-RBS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
1,280(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,280(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,280(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)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
31
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
28,899,812 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
28,899,812 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,899,812 (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)
|
|
|
||
5.99%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
32
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Atlas OCM Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
13,946,241 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,946,241 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,946,241 (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)
|
|
|
||
2.89%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
33
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
13,946,241 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,946,241 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,946,241 (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)
|
|
|
||
2.89%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Capital Management, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
34
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
13,946,241 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,946,241 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,946,241 (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)
|
|
|
||
2.89%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock directly held by OAK DGY Holdings, OCM Fund VII, OAK Opps X Holdco, and OAK Opps VIIIb Holdco (each as defined in Item 2A below) for which the reporting person may be deemed to be a beneficial
owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
35
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting person may be
deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
36
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting person may be
deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
37
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting person may be
deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
38
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting
person may be deemed to be a beneficial owner. See Item 4(a) for more information.
div>
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
39
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting person may be
deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
40
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
14,953,571 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,953,571 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,953,571 (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)
|
|
|
||
3.10%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of shares of the Issuer’s Common Stock held through Oaktree Fund GP, LLC, in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb (each as defined in Item 2a below) for which the reporting person may be
deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
41
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
6,912,379
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.43%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
42
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund VIIIb Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
6,908,673
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.43%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
43
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
1,132,519
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.23%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
44
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opps X Holdco Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
19,553
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
19,553
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,553
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
45
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
4,783
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,783
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,783
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
46
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII Delaware GP, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
A0;
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,783(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,783(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,783(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)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
xA0;
|
|||
|
|
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
47
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
4,783(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,783(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,783(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)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021
48
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
4,783 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,783 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,783 (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)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
49
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,783 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,783 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,783 (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)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) Consists of shares of Common Stock directly held by OCM Opportunities Fund VII Delaware, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
50
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opps VIIIb Holdco Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
818,216
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
818,216
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
818,216
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.17%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PE
RSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
51
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Opps DGY Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
13,103,689
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.72%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
52
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund IX GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(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
|
|
|
|
13,103,689 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,103,689 (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)
|
|
|
||
2.72%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
53
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund IX GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
13,103,689 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
13,103,689 (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)
|
|
|
||
2.72%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) Consists of shares of Common Stock directly held by Opps DGY Holdings, L.P. for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2) Calculated based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
54
Item 1.
(a). Name of Issuer. Vistra Corp.
(b). Address of Issuer’s Principal Executive Offices
6555 Sierra Drive
Irving, Texas 75039
Item 2.
(a). This statement is being filed jointly by each of the following persons (each a “Reporting Person”) by Brookfield Asset Management Inc. (“BAM”), as the designated filer:
(1) |
Longhorn Capital GS, L.P. (“Longhorn”)
|
(2) |
Brookfield Titan Holdings LP (“Titan Holdings”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(3) |
BCP Titan Margin Aggregator LP (“Margin Aggregator”), as a direct owner of Common Stock;
|
(4)
|
Titan Margin Investment GP LLC (“Margin GP”), as general partner of Margin Aggregator;
|
(5) |
BCP Titan Aggregator, L.P. (“Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;
|
(6) |
BCP Titan Sub Aggregator, L.P. (“Sub Aggregator”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Margin Aggregator and Longhorn;
|
(7) |
Titan Co-Investment-AC, L.P. (“Titan AC”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(8) |
Titan Co-Investment-CN, L.P. (“Titan CN”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(9) |
Titan Co-Investment-DS, L.P. (“Titan DS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(10) |
Titan Co-Investment-FN, L.P. (“Titan FN” ), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(11) |
Titan Co-Investment-GLH, L.P. (“Titan GLH”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(12) |
Titan Co-Investment-HI, L.P. (“Titan HI”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(13)
|
Titan Co-Investment-ICG, L.P. (“Titan ICG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(14) |
Titan Co-Investment-LB, L.P. (“Titan LB”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(15) |
Titan Co-Investment-MCG, L.P. (“Titan MCG”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
(16) |
Titan Co-Investment-MRS, L.P. (“Titan MRS”), in its capacity as a direct owner of Common Stock and indirect owner of Common Stock through Longhorn;
|
55
(17) |
Titan Co-Investment-RBS, L.P. (“Titan RBS” and together with Titan AC, Titan CN,Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, the “Titan Vehicles”);
|
(18) |
Titan Co-Investment GP, LLC (“Titan Co-Invest”), in its capacity as general partner to each of the Titan Vehicles;
|
(19) |
Brookfield Private Equity Group Holdings LP (“BPEGH”), as a limited partner of Titan Holdings and each of the Titan Vehicles;
|
(20) |
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator;
|
(21) |
Brookfield Canada Adviser, LP (“BCA”), in its capacity as limited partner of BAMPIC;
|
(22) |
Brookfield Private Funds Holdings Inc. (“BPFH”), in is capacity as limited partner of BCA;
|
(23) |
Brookfield Holdings Canada Inc. (“BHC”), in its capacity as indirect shareholder of BUS and indirect owner of OGC (as defined below);
|
(24) |
Brookfield Capital Partners Ltd. (“BCPL”), in its capacity as indirect owner of Longhorn, Aggregator and Sub-Aggregator;
|
(25) |
Brookfield Private Equity Direct Investments Holdings LP (“BPE DIH”), in its capacity as the limited partner of Titan Holdings;
|
(26) |
Brookfield Private Equity Holdings LLC (“BPEH”), in its capacity as the member of Titan Co-Invest;
|
(27) |
Brookfield US Inc. (“BUS”), in its capacity as the member of BPEH;
|
(28) |
Brookfield Private Equity Inc. (“BPE”), in its capacity as the general partner of BPE DIH and BPEGH;
|
(29) |
BAM Partners Trust (“BPT”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM;
|
|
(30) |
BAM, in its capacity as the shareholder of each of BHC and BPE and in its capacity as the indirect owner of the Class A units of OCG and Atlas OCM;
|
(31) |
Oaktree Opps X Holdco Ltd. (“OAK Opps X Holdco”), in its capacity as a direct owner of Common Stock;
|
(32) |
OCM Opportunities Fund VII Delaware, L.P. (“OCM Fund VII”), in its capacity as a direct owner of Common Stock;
|
(33) |
OCM Opportunities Fund VII Delaware GP, Inc. (“OCM Fund VII GP”), in its capacity as the general partner of OCM Fund VII;
|
(34) |
OCM Opportunities Fund VII L.P. (“OCM Fund VII GP SH”), in its capacity as the sole shareholder of OCM Fund VII GP;
|
(35) |
OCM Opportunities Fund VII GP, L.P. (“OCM Opps Fund GP”), in its capacity as the general partner of OCM Fund VII GP SH;
|
(36) |
OCM Opportunities Fund VII GP Ltd. (“OCM Opps Fund GP Ltd.”), in its capacity as the general partner of OCM Opps Fund GP;
|
(37) |
Oaktree Opps VIIIb Holdco Ltd. (“OAK Opps VIIIb Holdco”), in its capacity as a direct owner of Common Stock;
|
(38) |
Opps DGY Holdings, L.P. (“OAK DGY Holdings”), in its capacity as a direct owner of Common Stock;
|
(39) |
Oaktree Opportunities Fund IX GP, L.P. (“OAK DGY Holdings GP”), in its capacity as general partner of OAK DGY Holdings;
|
(40) |
Oaktree Opportunities Fund IX GP Ltd. (“OAK DGY Holdings GP Ltd.”), in its capacity as general partner of OAK DGY Holdings GP.
|
56
(41) |
Oaktree Opportunities Fund X Holdings (Delaware), L.P. (“OAK Fund X”), in its capacity as a direct owner of Common Stock;
|
(42) |
Oaktree Opportunities Fund Xb Holdings (Delaware) (“OAK Opps Xb”), in its capacity as a direct owner of Common Stock;
|
(43) |
Oaktree Opportunities Fund VIIIb Delaware, L.P. (“OAK Fund VIIIb”), in its capacity as a direct owner of Common Stock;
|
(44) |
Oaktree Fund GP, LLC (“OAK GP”), in its capacity as general partner of OAK Fund X, OAK Opps Xb, and OAK Fund VIIIb;
|
(45) |
Oaktree Fund GP I, L.P. (“OAK GP I”), in its capacity as managing member of OAK GP;
|
(46) |
Oaktree Capital I, L.P. (“OAK Capital”), in its capacity as general partner of OAK GP I;
|
(47) |
OCM Holdings I, LLC (“OCM I”), in its capacity as general partner of OAK Capital;
|
(48) |
OCM Holdings, LLC (“OCM Holdings”), in its capacity as managing member of OCM I;
|
(49) |
Oaktree Capital Group, LLC (“OCG”), in its capacity as managing member of OCM Holdings;
|
(50) |
Oaktree Capital Management, L.P. (“OCM”), in its capacity as director of OAK Opps X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco and OAK Opps VIIIb Holdco;
|
(51) |
Oaktree Capital Management GP LLC (“OCM GP”), in its capacity as general partner of OCM; and
|
(52) |
Atlas OCM Holdings LLC (“Atlas OCM”), in its capacity as managing member of OCM GP;
|
(53) |
Oaktree Capital Group Holdings GP, LLC (“OCGH”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas OCM.
|
“Brookfield Investment Vehicles
1D; means Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, Titan RBS (collectively, the “Titan Vehicles”), Longhorn, Titan
Holdings, Aggregator and Sub Aggregator.
“Brookfield Entities” means the Brookfield Investment Vehicles, Titan Co-Invest, BPEGH, BAMPIC, BCA, BPFH, BHC, BCPL, BPE DIH, BPEH, BUS, BPE, BAM and BPT.
“Oaktree Investment Vehicles” means OAK Opps X, OAK Fund X, OAK Opps Xb, OCM Fund VII, OAK Fund VIIIb, and OAK DGY Holdings.
“Oaktree Entities” means the Oaktree Investment Vehicles, OAK GP, OAK GP I, OAK Capital, OCM I, OCM Holdings, OCG, OCM, OCM GP, Atlas OCM and OCGH.
“Investment Vehicles” means the Brookfield Investment Vehicles and the Oaktree Investment Vehicles, collectively.
*Attached as Exhibit 4 is a copy of an agreement among the Reporting Persons that this Amendment No. 4 to Schedule 13G (this “Statement”) is being filed on behalf of each of them.
(b). Address of Principal Business Office or, if none, Residence
The address of each of BAM, BPE, BPE DIH, BCPL, BHC, BPFH, BCA, BAMPIC and BPEGH is:
Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3
57
The address of each of the Titan Vehicles, Titan Co-Invest, BPEH and BUS is:
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
The address of each of the Oaktree Entities is:
333 S. Grand Avenue, 28th Floor
Los Angeles, CA 90071
(c) Citizenship. See Row 4 of each of the cover pages to this Statement, incorporated herein by reference.
(d) Title of Class of Securities. Common Stock, par value $0.01 per share
(e) CUSIP Number. 92840M102
Item 3. |
Not applicable.
|
Item 4. |
Ownership
|
(a)(b)(c) Amount beneficially owned:
All calculations of percentages of beneficial ownership in this Item 4 and elsewhere in this Statement are based on 482,627,520 shares of the Issuer’s Common Stock outstanding as of November 2, 2021, as provided in
the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Outstanding Shares”).
58
As of December 31, 2021, the Brookfield Investment Vehicles collectively owned 19,288,906 shares of Common Stock, or 4.00% of the Outstanding Shares, each of which directly held and beneficially owned the shares of
Common Stock indicated in the following table:
Investment Vehicle
|
Sole Voting
and
Dispositive
Power
|
Shared
Voting and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage of
Outstanding
Shares
|
Titan Aggregator
|
96,960
|
4,608,296.10
|
4,705,256.10
|
0.97%
|
Titan Sub-Aggregator
|
200,264
|
5,271,964.75
|
5,472,228.75
|
1.13%
|
Titan Margin
|
9,001,495
|
0
|
9,001,495
|
1.87%
|
Titan Holdings
|
6,625,154 | 0 |
6,625,154
|
1.37%
|
Titan AC
|
442,466
|
130,445
|
572,911
|
0.12%
|
Titan CN
|
1,141
|
0
|
1,141
|
Less than 0.01%
|
Titan DS
|
139,838
|
1,929
|
141,767
|
0.03%
|
Titan FN
|
223,384
|
35,374
|
258,758
|
0.05%
|
Titan GLH
|
790
|
0
|
790
|
Less than 0.01%
|
Titan HI
|
676,360
|
74,744
|
751,104
|
0.16%
|
Titan ICG
|
563,838
|
105,183
|
669,021
|
0.14%
|
Titan LB
|
279,675
|
3,858
|
283,533
|
0.06%
|
Titan MCG
|
1,291
|
0
|
1,291
|
Less than 0.01%
|
Titan MRS
|
4,035
|
0
|
4,035
|
Less than 0.01%
|
Titan RBS
|
1,280
|
0
|
1,280
|
Less than 0.01%
|
Longhorn
|
0
|
1,030,935
|
1,030,935
|
0.21%
|
As of December 31, 2021, the Oaktree Vehicles collectively owned 28,899,812 shares of Common Stock, or 5.99% of the Outstanding Shares, each of which directly held and beneficially owned the shares of Common Stock
indicated in the following table:
Investment Vehicle
|
Sole Voting
and
Dispositive
Power
|
Shared
Voting and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage of
Outstanding
Shares
|
OAK Opps X Holdco
|
19,553
|
0
|
19,553
|
Less than 0.01%
|
OAK Fund X
|
6,912,379
|
0
|
6,912,379
|
1.43%
|
OAK Opps Xb
|
1,132,519
|
0
|
1,132,519
|
0.23%
|
OCM Fund VII
|
4,783
|
0
|
4,783
|
Less than 0.01%
|
OAK Fund VIIIb
|
6,908,673
|
0
|
6,908,673
|
1.43%
|
OAK Opps VIIIb Holdco
|
818,216
|
0
|
818,216
|
0.17%
|
OAK DGY Holdings
|
13,103,689
|
0
|
13,103,689
|
2.72%
|
Each of (i) BPE DIH, as a limited partner of Titan Holdings, (ii) BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, (ii) BPE, as the general partner of BPE DIH and BPEGH, (iii) Titan
Co-Invest, as the general partner of each of the Titan Vehicles, (iv) BPEH, as a member of Titan Co-Invest, (v) BUS, as a member of BPEH, (vi) BHC, as indirect shareholder of BUS Inc., (vii) BAM, as limited partner of BPE and shareholder of BHC,
(viii) BPT, as sole owner of Class B Limited Voting Shares of BAM, (ix) BCPL and BAMPIC, as indirect owners of Longhorn, Aggregator and Sub-Aggregator, (x) BCA, as limited partner of BAMPIC, (xi) BPFH, as limited partner of BCA, and (xii) BHC, as
shareholder of BPFH, may be deemed to share with the Titan Vehicles beneficial ownership of their shares of Common Stock.
59
Each of (i) Atlas OCM as the managing member of OCP GP, (ii) OCP GP as the general partner of OCM, and (iii) OCM may be deemed to share with OAK Opps X Holdco, OCM Opps VII GP Ltd., OAK Opps X Holdco, and OAK Opps
VIIIb Holdco beneficial ownership of their shares of Common Stock.
Each of (i) OCG as the managing member of OCM Holdings, (ii) OCM Holdings as the management member of OCM I, and (iii) OCM I, as the general partner of OAK Capital may be deemed to share with OAK Fund X, OAK Opps
Xb, and OAK Fund VIIIb beneficial ownership of their shares of Common Stock.
Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among OCG, BAM and other parties thereto, as reported by OCG on a Current Report on
Form 8-K, dated October 4, 2019, BAM and certain of its affiliates may be deemed to beneficially own securities of the Issuer held by the Oaktree Entities.
Pursuant to Rule 13d-4 of the Act, the filings by the Reporting Persons of this Amendment No. 4 to Schedule 13G does not constitute, and should not be construed as, an admission that any such person is, for the
purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its
pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information provided by another
Reporting Person.
Clients of certain of the Reporting Persons have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held in their accounts. No such
client is known to have such right or power with respect to more than 5% of the class of securities to which this report relates.
Item 5. |
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
Not applicable
60
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group
|
Not applicable
Item 10. |
Certifications
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
61
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
BROOKFIELD ASSET MANAGEMENT INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Senior Vice President – Legal & Regulatory
|
BROOKFIELD CANADA ADVISER, LP
|
|
By: Brookfield Private Funds Holdings Inc. its general partner:
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Senior Vice President
|
|
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
|
|
By: Brookfield Private Funds Holdings, Inc. its general partner:
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Senior Vice President
|
|
BAM PARTNERS TRUST
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Authorized Signatory
|
62
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT GP, LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
BROOKFIELD TITAN HOLDINGS LP
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
BCP TITAN MARGIN AGGREGATOR, L.P.
|
|
By: Titan Margin Investment GP LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN MARGIN INVESTMENT GP LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
63
TITAN CO-INVESTMENT-AC, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-CN, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-DS, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-FN, L.P.
|
|
By: Titan Co-Investm
ent GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
64
TITAN CO-INVESTMENT-GLH, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-HI, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-ICG, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-LB, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
65
TITAN CO-INVESTMENT-MCG, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-MRS, L.P.
|
|
< /td> | |
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
TITAN CO-INVESTMENT-RBS, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
BCP TITAN AGGREGATOR, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
66
BCP TITAN SUB AGGREGATOR, L.P.
|
|
By: Titan Co-Investment GP, LLC, its general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke Ricci
|
|
Title: Director, Legal
|
|
BROOKFIELD US INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Secretary
|
|
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Senior Vice President
|
|
BROOKFIELD HOLDINGS CANADA INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy Sarpash
|
|
Title: Vice-President and Secretary
|
|
BROOKFIELD PRIVATE EQUITY INC.
|
By:
|
/s/ A.J. Silber |
Name: A.J. Silber
|
|
Title: Director
|
67
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
|
|
By: Brookfield Private Equity Inc., its general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J. Silber
|
|
Title: Director
|
|
BROOKFIELD CAPITAL PARTNERS LTD.
|
By:
|
/s/ A.J. Silber |
Name: A.J. Silber
|
|
Title: Director
|
|
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
|
|
By: Brookfield Private Equity Inc., its general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J. Silber
|
|
Title: Director
|
|
LONGHORN CAPITAL GS LP
|
|
By: Longhorn Capital Ltd., its general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J. Silber
|
|
Title: Director
|
68
OAKTREE CAPITAL MANAGEMENT, LP
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE OPPS VIIIB HOLDCO LTD.
|
|
By: Oaktree Capital Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE OPPS X HOLDCO LTD.
|
|
By: Oaktree Capital Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OCM OPPORTUNITIES FUND VII DELAWARE, L.P.
|
|
By: OCM Opportunities Fund VII Delaware GP, Inc.
|
|
Its: General Partner
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
|
OCM OPPORTUNITIES FUND VII DELAWARE GP, INC.
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
69
OPPS DGY HOLDINGS, L.P.
|
|
By: Oaktree Opportunities Fund IX GP, L.P.
|
|
Its: General Partner
|
|
By: Oaktree Opportunities Fund IX GP Ltd.
|
|
Its: General Partner
|
|
By: Oaktree Capital Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE OPPORTUNITIES FUND IX GP, L.P.
|
|
By: Oaktree Opportunities Fund IX GP Ltd.
|
|
Its: General Partner
|
|
By: Oaktree Capital Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE OPPORTUNITIES FUND IX GP LTD.
|
|
By: Oaktree Capital Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE FUND GP, LLC
|
|
By: Oaktree Fund GP I, L.P.
|
|
Its: Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
70
OAKTREE FUND GP I, L.P.
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
|
OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.
|
|
By: Oaktree Fund GP, LLC
|
|
Its: General Partner
|
|
By: Oaktree Fund GP I, L.P.
|
|
Its: Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
|
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|
By: Oaktree Fund GP, LLC
|
|
Its: General Partner
|
|
By: Oaktree Fund GP I, L.P.
|
|
Its: Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
|
OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P.
|
|
By: Oaktree Fund GP, LLC
|
|
Its: General Partner
|
|
By: Oaktree Fund GP I, L.P.
|
|
Its: Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Authorized Signatory
|
71
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|
By: Atlas OCM Holdings, LLC.
|
|
Its: Managing Member
|
|
By: Oaktree New Holdings, LLC
|
|
Its: Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
ATLAS OCM HOLDINGS, LLC
|
|
By: Oaktree New Holdings, LLC
|
|
Its: Member
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
By:
|
/s/ Henry Orren |
Name: Henry Orren
|
|
Title: Vice President
|
72
EXHIBIT INDEX
Exhibit No.
|
|
Joint Filing Agreement, dated February 14, 2022
|
73