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.
- Peter Lynch
What is insider trading>>
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
CrowdStrike Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0005 per share
(Title of Class of Securities)
22788C105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 26,602,653 shares of Class B common stock, par value $0.0005 per share (Class B Common Stock) of CrowdStrike Holdings, Inc. (the Issuer). The rights of the holders of Class A common stock, par value $0.0005 per share (Class A Common Stock) and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 26,602,653 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 853,165 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 853,165 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clause s (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) Consists of 27,455,818 shares of Class B Common Stock of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019 and (ii) 27,455,818 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.
(3) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 2 above.
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
CUSIP No. 22788C105 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
SCHEDULE 13G
Item 1(a) |
Name of Issuer. | ||
Item 1(b) |
Address of Issuers Principal Executive Offices. | ||
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Item 2(a) |
Name of Person Filing. | ||
Item 2(b) |
Address of Principal Business Office. | ||
Item 2(c) |
Citizenship. | ||
Item 2(d) |
Title of Class of Securities. | ||
Item 2(e) |
CUSIP Number. | ||
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Item 3 |
If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a: | ||
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x |
Not Applicable |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8); |
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(e) |
o |
An investment adviser in accordance with §240.13d1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of th e Investment Company Act of 1940 (15 U.S.C. 80a3); |
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(j) |
o |
A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
o |
Group, in accordance with §240.13d1(b)(1)(ii)(K). |
Item 4 |
Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Warburg Pincus Reporting Persons and is incorporated herein by reference for each such Warburg Pincus Reporting Person. Investment and voting decisions with respect to the Class A Common Stock or Class B Common Stock held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Reporting Persons. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Class A Common Stock or Class B Common Stock, par value $0.0005 per share (Class B Common Stock) in excess of its economic interest in the Class A Common Stock or the Class B Common Stock. As of January 31, 2020, as a result of the establishment of the committee of three or more individuals described in Item 4 of this Amendment No. 1, the ownership of Messrs. Kaye and Landy each ceased to constitute beneficial ownership of more than five percent of the Class A Common Stock or Class B Common Stock. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13G and constitutes an exit filing for such Reporting Persons. | |
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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 certain of the Warburg Pincus Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person. |
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. | |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Inapplicable. | |
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Item 8 |
Identification and Classification of Members of the Group. |
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)-3 of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Class A Common Stock or Class B Common Stock in excess of its economic interest in the Class A Common Stock or Class B Common Stock. As of January 31, 2020, as a result of the establishment of the committee of three or more individuals described in Item 4 of this Amendment No. 1, the ownership of Charles R. Kaye and Joseph P. Landy each ceased to constitute beneficial ownership of more than five percent of the Ordinary Shares. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13G and constitutes an exit filing for such Reporting Persons. | |
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Item 9 |
Notice of Dissolution of Group. |
Inapplicable. |
Item 10 |
Certification. |
Inapplicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 7, 2019 |
WARBURG PINCUS PRIVATE EQUITY X, L.P. | ||
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By: |
Warburg Pincus X, L.P., its general partner | |
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By: |
Warburg Pincus X GP L.P., its general partner | |
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By: |
WPP GP LLC, its general partner | |
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By: |
Warburg Pincus Partners, L.P., its managing member | |
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X PARTNERS, L.P. | ||
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By: |
Warburg Pincus X, L.P., its general partner | |
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By: |
Warburg Pincus X GP L.P., its general partner | |
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By: |
WPP GP LLC, its general partner | |
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By: |
Warburg Pincus Partners, L.P., its managing member | |
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X, L.P. | ||
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By: |
Warburg Pincus X GP L.P., its general partner | |
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By: |
WPP GP LLC, its general partner | |
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By: |
Warburg Pincus Partners, L.P., its managing member | |
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X GP L.P. | ||
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By: |
WPP GP LLC, its general partner | |
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By: |
Warburg Pincus Partners, L.P., its managing member | |
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WPP GP LLC | ||
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By: |
Warburg Pincus Partners, L.P., its managing member | |
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS PARTNERS, L.P. | ||
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By: |
Warburg Pincus Partners GP LLC, its general partner | |
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS PARTNERS GP LLC | ||
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By: |
Warburg Pincus & Co., its managing member | |
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS & CO. | ||
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS LLC | ||
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By: |
/s/ Robert B. Knauss | |
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Name: |
Robert B. Knauss |
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Title: |
Managing Director |
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CHARLES R. KAYE | ||
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By: |
/s/ Charles R. Kaye | |
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Name: |
Charles R. Kaye |
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By: Robert B. Knauss, Attorney-in-Fact* | ||
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JOSEPH P. LANDY | ||
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By: |
/s/ Joseph P. Landy | |
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Name: |
Joseph P. Landy |
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By: Robert B. Knauss, Attorney-in-Fact* |
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated byreference.
Schedule 13G Signature Page