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 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
New Frontier Health Corporation
|
(Name of Issuer)
|
|
|
|
Ordinary Shares
|
|
(Title of Class of Securities)
|
|
|
|
G6461G106
|
|
(CUSIP Number)
|
|
|
|
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
With a copy to:
Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
|
|
January 26, 2022
|
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
* 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 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).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC-CO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Goldman Sachs & Co. LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC; AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New York
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
BD-IA
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
WSCP VIII ESC Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
WSCP VIII Emp Onshore Investments, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
WSCP VIII Emp Offshore Investments, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Capital Partners VIII Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Capital Partners VIII, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Capital Partners VIII - Parallel, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Capital Partners VIII Advisors, S.à r.l.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
WSCP VIII Offshore Investments, SLP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Goldman Sachs Asia Strategic II Pte. Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Singapore
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Private Markets 2021 Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
<
/tr>
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
||||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
West Street Private Markets 2021, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
-0- (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.00% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on
August 16, 2021 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously
reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
This Amendment No. 1 is being filed to make updates and amendments to the Original Schedule 13D as
follows:
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D by replacing in their
entirety Schedules I, II-A, II-B and IV, incorporated therein by reference, with Schedules I, II-A, II-B and IV hereto, respectively, which Schedules I, II-A, II-B and IV are incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby supplemented by the following:
On January 26, 2022, the Issuer and Merger Sub filed the Merger Agreement with the Registrar of Companies of the Cayman Islands, which
was registered by the Registrar of Companies of the Cayman Islands as of January 26, 2022, pursuant to which the Merger became effective on January 26, 2022. As a result of the Merger, the Issuer became a wholly owned subsidiary of
Parent.
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right
to receive US$12.00 per Share in cash without interest, except for (a) Shares held by HoldCo, Parent, Merger Sub, the Issuer (as treasury shares) or any of their direct or indirect subsidiaries, which were cancelled and ceased to exist
without payment of any consideration or distribution therefor, (b) certain Shares held by the Rollover Securityholders, which were cancelled and ceased to exist in exchange for the right of each such holder or its designated entities to
receive a corresponding amount of equity securities of HoldCo, and (c) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the
Cayman Islands Companies Act, which were cancelled and ceased to exist in exchange for the right to receive only the payment of fair value of such Shares determined in accordance with Section 238 of the Cayman Islands Companies Act.
At the Effective Time, each Warrant that was issued and outstanding immediately prior to the Effective Time (other than the Warrants
held by NFPH) was cancelled and ceased to exist in exchange for the right to receive US$2.70 per Warrant in cash without interest. In addition, in respect of each Warrant (other than the Warrants held by NFPH) for which the holder
thereof had timely provided consent to the Warrant Amendment and had not revoked such consent prior to the deadline established by the Issuer for the warrantholders to submit consents, the holder of such Warrant will receive, for each
such Warrant, a consent fee of US$0.30 in cash without interest.
In addition, at the Effective Time, the Issuer terminated the Issuer’s 2019 Omnibus Incentive Plan (the “Company Equity Plan”) and all
relevant award agreements entered into under the Company Equity Plan, and (a) each Company Option granted by the Issuer pursuant to the Company Equity Plan, whether vested or unvested, that was outstanding prior to the Effective Time
was cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, an option to purchase the same number of HoldCo Shares as the total number of the Shares subject to such Company Option immediately prior to
the Effective Time, at a per share exercise price equal to the applicable exercise price underlying the Company Option immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and
the relevant Company Option agreement in effect immediately prior to the Effective Time (with continuation of the applicable vesting terms); and (b) each Company RSU Award, whether vested or unvested, that was outstanding prior to the
Effective Time was cancelled in exchange for the right to receive, in accordance with the HoldCo Share Plan, one restricted stock unit to acquire the same number of HoldCo Shares as the total number of Shares subject to such Company RSU
Award immediately prior to the Effective Time, subject to and in accordance with the terms of the Company Equity Plan and the relevant Company RSU Award agreement in effect immediately prior to the Effective Time (with continuation of
the applicable vesting terms).
As a result of the Merger, the Shares and Warrants will no longer be listed on any securities exchange or quotation
system, including the NYSE, and the Issuer will cease to be a publicly traded company. The Issuer has requested NYSE to file an application on Form 25 with the SEC notifying the SEC of the delisting of the Shares and Warrants on NYSE
and the deregistration of the Issuer’s registered securities. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its
reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Issuer’s obligations to file with the SEC certain reports and forms, including Form 20-F and
Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the first paragraph of Item 5 through the fifth paragraph of
Item 5 of the Original Schedule 13D in its entirety as set forth below:
(a) See the Cover Pages.
In accordance with Securities and Exchange Commission Release No. 34-395538 (January 12, 1998)
(the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing
does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs
Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have investment discretion, and (ii) certain
investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting
Units.
(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares
of Ordinary Shares beneficially owned by such Reporting Person as indicated herein.
(c) Schedule IV sets forth transactions in the Ordinary Shares which were effected from November 23, 2021 through
January 26, 2022, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Ordinary Shares described in Schedule IV were
effected on the New York Stock Exchange, other national security exchanges or the over-the-counter market.
Except as set forth in Schedule IV hereto, no transactions in the Ordinary Shares
were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I Schedule II-A and Schedule II-B, hereto, from November 23, 2021
through January 26, 2022.
(d) Not applicable.
(e) January 26, 2022.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.
SIGNATURE
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.
Dated: January 31, 2022
|
The Goldman Sachs Group, Inc.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
Goldman Sachs & Co. LLC
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
WSCP VIII ESC Advisors, L.L.C.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
WSCP VIII Emp Onshore Investments, L.P.
|
|||
|
By: WSCP VIII ESC Advisors, L.L.C., its General Partner
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
WSCP VIII Emp Offshore Investments, L.P.
|
|||
|
By: WSCP VIII ESC Advisors, L.L.C., its General Partner
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Capital Partners VIII Advisors, L.L.C.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Capital Partners VIII, L.P.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Capital Partners VIII - Parallel, L.P.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Capital Partners VIII Advisors, S.à r.l.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
WSCP VIII Offshore Investments, SLP
|
|||
|
By: West Street Capital Partners VIII Advisors, S.à r.l., its General
Partner
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
Goldman Sachs Asia Strategic II Pte. Ltd.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Private Markets 2021 Advisors, L.L.C.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
|
West Street Private Markets 2021, L.P.
|
|||
|
By:
|
/s/ Crystal Orgill
|
||
|
Name: Crystal Orgill
|
|||
|
Title: Attorney-in-fact
|
|||
SCHEDULE I
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Laurence Stein, who is a citizen of
South Africa, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
|
Name
|
Present Principal Occupation
|
|
David M. Solomon
|
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
|
|
Philip Berlinski
|
Global Treasurer of The Goldman Sachs Group, Inc.
|
|
M. Michele Burns
|
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
|
|
Drew G. Faust
|
Professor and Former President of Harvard University
|
|
Mark A. Flaherty
|
Former Vice Chairman, Wellington Management Company
|
|
Sheara J. Fredman
|
Chief Accounting Officer of The Goldman Sachs Group, Inc.
|
|
Kimberley D. Harris
|
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
|
|
Ellen J. Kullman
|
President and Chief Executive Officer of Carbon, Inc.; Former Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company
|
|
Brian J. Lee
|
Chief Risk Officer of The Goldman Sachs Group, Inc.
|
|
Lakshmi N. Mittal
|
Chairman and Chief Executive Officer of ArcelorMittal S.A.
|
|
Adebayo O. Ogunlesi
|
Chairman and Managing Partner of Global Infrastructure Partners
|
|
Peter Oppenheimer
|
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
|
|
John F.W. Rogers
|
Executive Vice President of The Goldman Sachs Group, Inc.
|
|
Kathryn Ruemmler
|
Executive Vice President and Chief Legal Officer And General Counsel of The Goldman Sachs Group, Inc.
|
|
Stephen M. Scherr
|
Chief Financial Officer of The Goldman Sachs Group, Inc.
|
|
Laurence Stein
|
Chief Administrative Officer of The Goldman Sachs Group, Inc.
|
|
Jan E. Tighe
|
Former Vice Admiral, United States Navy
|
|
Jessica R. Uhl
|
Chief Financial Officer Royal Dutch Shell plc
|
|
David A. Viniar
|
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
|
|
John E. Waldron
|
President and Chief Operating Officer of The Goldman Sachs Group, Inc.
|
|
Mark O. Winkelman
|
Private Investor
|
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the
authority of Goldman Sachs & Co. LLC in managing WSCP Onshore, WSCP Offshore, West Street, West Street Parallel, WSCP Offshore Investments, GS Asia and West Street Private.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The
business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane,
London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James
Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the
People’s Republic of China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
|
Name
|
Present Principal Occupation
|
|
Richard A. Friedman
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Bruun
|
Managing Director of Goldman Sachs International
|
|
Thomas G. Connolly
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher A. Crampton
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joe DiSabato
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Charles H. Gailliot
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Bradley J. Gross
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Stephanie Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Adrian M. Jones
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael E. Koester
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Scott Lebovitz
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jo Natauri
|
Managing Director of Goldman Sachs & Co. LLC
|
|
James Reynolds
|
Managing Director of Goldman Sachs International
|
|
David Thomas
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Anthony Arnold
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michele Titi-Cappelli
|
Managing Director of Goldman Sachs International
|
|
Laurie Schmidt
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Milton Millman
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Julian Salisbury
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Chris Kojima
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Danielle Natoli
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Carmine Venezia
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Thomas McAndrew
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kenneth Pontarelli
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
|
Jose Baretto
|
Managing Director of Goldman Sachs International
|
|
Leonard Seevers
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gregory Olafson
|
Managing Director of Goldman Sachs & Co. LLC
|
SCHEDULE II-B
The name, position and present principal occupation of each executive officer and director of (i) WSCP Advisors, the sole general partner of WSCP Onshore and WSCP Offshore, (ii) West Street Advisors, the sole general partner of West Street and West Street Parallel, (iii) West Street SARL, the sole
general partner of WSCP Offshore Investments, and (iv) West Street Private Advisors, the sole general partner of West Street Private, are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New
York, New York 10282, except as follows: The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of
Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of Coleen Gasiewski, Kristopher
Musselman, Scott Huff and Daniel Grugan is 4001 Kennett Pike, Suite 302, Wilmington, DE 19807. The business address of Jason Sneah is Boundary Hall, Cricket Square, PO Box 1093, Grand Cayman KY1-1102, Cayman Islands. The business address of each of Stephane Lachance, Constanze Schmidt and Paul Brogan is 12E, rue Guillaume Kroll, L-1882, Luxembourg.
All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France;
Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Harsh Nanda is a citizen of India; David Campbell is a citizen of Australia; and Nicole Agnew and
Sebastien Gagnon are citizens of Canada.
All directors listed below are United States citizens, except as follows: Jason Sneah and Stephane Lachance are
citizens of Canada; Constanze Schmidt is a citizen of Germany; and Paul Brogan is a citizen of Ireland.
|
Name
|
Position
|
Present Principal Occupation
|
|
Richard A. Friedman
|
President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Anthony Arnold
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Darren Cohen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher A. Crampton
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joseph P. DiSabato
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Charles H. Gailliot
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Bradley J. Gross
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Adrian M. Jones
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael E. Koester
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Scott Lebovitz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Hillel Moerman
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jo Natauri
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Laurie E. Schmidt
|
Vice President & Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Leonard Seevers
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Allison Beller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeffrey Bernstein
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Campbell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Castelblanco
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Omar Chaudhary
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Chen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Diaz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Sebastien Gagnon
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Philip Grovit
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ashwin Gupta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jonathan Hunt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher Kojima
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jason Kreuziger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christina Sun Li
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cedric Lucas
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Midle
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Antoine Munfa
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harsh Nanda
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Andrew Rhee
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Holger Staude
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Peter Vermette
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Wetzel
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Charles Cognata
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Y. Eng
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Scott Kilpatrick
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Clayton Wilmer
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Carey Ziegler
|
Vice President & Secretary
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Thomas
|
Vice President, Assistant Secretary &
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Assistant General Counsel
|
||
|
Getty Chin
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Daniel Farrar
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Kirsten Frivold Imohiosen
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Larry Kleinman
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Volpi
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael J. Perloff
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kerri Bagnaturo
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Jason Sneah
|
Director
|
Vice President of Maples Fiduciary Services (Cayman) Limited
|
|
Coleen Gasiewski
|
Director
|
Vice President of Maples Fiduciary Services (Delaware) Inc.
|
|
Kristopher Musselman
|
Director
|
Vice President of Maples Fiduciary Services (Delaware) Inc.
|
|
Scott Huff
|
Director
|
Senior Vice President of Maples Fiduciary Services (Delaware) Inc.
|
|
Daniel Grugan
|
Director
|
Senior Vice President of Maples Fiduciary Services (Delaware) Inc.
|
|
Stephane Lachance
|
Director
|
Senior Vice President of MaplesFS (Luxembourg) S.A.
|
|
Constanze Schmidt
|
Director
|
Senior Vice President of MaplesFS (Luxembourg) S.A.
|
|
Paul Brogan
|
Director
|
Vice President of MaplesFS (Luxembourg) S.A.
|
SCHEDULE IV
|
Trade Date
|
Quantity
|
Buy (B)/Sell (S)
|
Executed Price
|
|
1/14/22
|
-13600.00
|
S
|
11.15
|
|
12/17/21
|
-500.00
|
S
|
11.62
|
|
1/7/22
|
566.00
|
B
|
11.14
|
|
12/15/21
|
-334.00
|
S
|
11.63
|
|
1/4/22
|
-2506.00
|
S
|
11.45
|
|
12/27/21
|
500.00
|
B
|
11.59
|
|
1/10/22
|
426.00
|
B
|
11.15
|
|
1/24/22
|
-32899.00
|
S
|
11.71
|
|
12/27/21
|
1700.00
|
B
|
11.59
|
|
12/3/21
|
51011.00
|
B
|
11.32
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/9/21
|
657.00
|
B
|
11.58
|
|
1/6/22
|
10.00
|
B
|
11.47
|
|
12/17/21
|
100.00
|
B
|
11.60
|
|
12/16/21
|
100.00
|
B
|
11.61
|
|
12/17/21
|
-500.00
|
S
|
11.62
|
|
12/27/21
|
200.00
|
B
|
11.59
|
|
12/17/21
|
500.00
|
B
|
11.62
|
|
12/17/21
|
-5830.00
|
S
|
11.62
|
|
12/17/21
|
100.00
|
B
|
11.58
|
|
1/21/22
|
37314.00
|
B
|
11.55
|
|
12/31/21
|
-3058.00
|
S
|
11.40
|
|
12/30/21
|
-386.00
|
S
|
11.45
|
|
12/27/21
|
400.00
|
B
|
11.59
|
|
12/30/21
|
3095.00
|
B
|
11.45
|
|
1/6/22
|
600.00
|
B
|
11.50
|
|
12/20/21
|
-2228.00
|
S
|
11.38
|
|
12/14/21
|
-1916.00
|
S
|
11.64
|
|
1/24/22
|
-100.00
|
S
|
11.86
|
|
11/23/21
|
-1442.00
|
S
|
10.79
|
|
11/23/21
|
1636.00
|
B
|
10.77
|
|
12/23/21
|
-312.00
|
S
|
11.38
|
|
1/6/22
|
300.00
|
B
|
11.52
|
|
12/27/21
|
17.00
|
B
|
11.59
|
|
12/31/21
|
-414.00
|
S
|
11.40
|
|
12/3/21
|
-74.00
|
S
|
11.29
|
|
1/6/22
|
459.00
|
B
|
11.54
|
|
12/28/21
|
-2486.00
|
S
|
11.58
|
|
12/27/21
|
-3284.00
|
S
|
11.59
|
|
1/21/22
|
-37314.00
|
B
|
11.55
|
|
1/4/22
|
2839.00
|
B
|
11.45
|
|
1/6/22
|
200.00
|
B
|
11.46
|
|
12/27/21
|
-444.00
|
S
|
11.59
|
|
11/29/21
|
16.00
|
B
|
11.08
|
|
1/4/22
|
-333.00
|
S
|
11.46
|
|
11/23/21
|
-194.00
|
S
|
10.67
|
|
1/26/22
|
3200.00
|
B
|
11.94
|
|
1/10/22
|
-426.00
|
S
|
11.15
|
|
12/31/21
|
3472.00
|
B
|
11.40
|
|
12/15/21
|
635.00
|
B
|
11.63
|
|
1/24/22
|
32899.00
|
B
|
11.71
|
|
1/6/22
|
100.00
|
B
|
11.52
|
|
11/24/21
|
-21.00
|
S
|
10.75
|
|
1/24/22
|
6.00
|
B
|
11.88
|
|
1/6/22
|
200.00
|
B
|
11.54
|
|
1/7/22
|
-4.00
|
S
|
11.14
|
|
12/6/21
|
88831.00
|
B
|
11.39
|
|
1/6/22
|
100.00
|
B
|
11.52
|
|
12/2/21
|
-21.00
|
S
|
11.05
|
|
12/13/21
|
-1.00
|
S
|
11.59
|
|
1/6/22
|
3.00
|
B
|
11.49
|
|
1/21/22
|
-5500.00
|
S
|
11.57
|
|
11/26/21
|
24.00
|
B
|
10.74
|
|
12/27/21
|
3728.00
|
B
|
11.59
|
|
1/24/22
|
48.00
|
B
|
11.86
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/27/21
|
2400.00
|
B
|
11.59
|
|
1/10/22
|
-5.00
|
S
|
11.15
|
|
1/21/22
|
-1300.00
|
S
|
11.80
|
|
12/27/21
|
933.00
|
B
|
11.59
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/14/22
|
13600.00
|
B
|
11.15
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/24/22
|
8.00
|
B
|
11.79
|
|
1/20/22
|
-5360.00
|
S
|
11.47
|
|
12/17/21
|
5230.00
|
B
|
11.62
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/27/21
|
1100.00
|
B
|
11.59
|
|
12/16/21
|
100.00
|
B
|
11.63
|
|
12/15/21
|
-301.00
|
S
|
11.63
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/3/22
|
-189.00
|
S
|
11.42
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/6/22
|
90.00
|
B
|
11.47
|
|
12/6/21
|
-88831.00
|
S
|
11.39
|
|
1/6/22
|
200.00
|
B
|
11.53
|
|
12/27/21
|
200.00
|
B
|
11.59
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/21/22
|
38614.00
|
B
|
11.56
|
|
1/26/22
|
-3200.00
|
S
|
11.94
|
|
12/20/21
|
-472.00
|
S
|
11.38
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/14/21
|
2175.00
|
B
|
11.64
|
|
1/6/22
|
100.00
|
B
|
11.46
|
|
1/21/22
|
-688.00
|
S
|
11.53
|
|
12/17/21
|
5730.00
|
B
|
11.62
|
|
1/12/22
|
-7752.00
|
S
|
11.16
|
|
1/20/22
|
-980.00
|
S
|
11.42
|
|
1/3/22
|
-1398.00
|
S
|
11.42
|
|
1/20/22
|
6340.00
|
B
|
11.46
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
1/6/22
|
100.00
|
B
|
11.47
|
|
1/21/22
|
-31126.00
|
S
|
11.55
|
|
12/17/21
|
100.00
|
B
|
11.60
|
|
1/6/22
|
100.00
|
B
|
11.51
|
|
12/17/21
|
-4700.00
|
S
|
11.62
|
|
1/12/22
|
7752.00
|
B
|
11.16
|
|
1/6/22
|
557.00
|
B
|
11.47
|
|
1/3/22
|
1587.00
|
B
|
11.42
|
|
12/27/21
|
850.00
|
B
|
11.59
|
|
12/27/21
|
1100.00
|
B
|
11.59
|
|
12/13/21
|
1.00
|
B
|
11.63
|
|
12/17/21
|
-530.00
|
S
|
11.62
|
|
1/6/22
|
100.00
|
B
|
11.52
|
|
1/24/22
|
-48.00
|
S
|
11.86
|
|
1/24/22
|
-32899.00
|
S
|
11.71
|
|
12/6/21
|
217.00
|
B
|
11.39
|
|
12/30/21
|
-2709.00
|
S
|
11.45
|
|
12/15/21
|
-1.00
|
S
|
11.65
|
|
12/14/21
|
-259.00
|
S
|
11.62
|
|
1/7/22
|
-566.00
|
S
|
11.14
|
|
12/20/21
|
2700.00
|
B
|
11.38
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/2/21
|
-800.00
|
S
|
11.07
|
|
12/27/21
|
200.00
|
B
|
11.59
|
|
1/24/22
|
32999.00
|
B
|
11.71
|
|
12/27/21
|
100.00
|
B
|
11.59
|
|
12/31/21
|
-1.00
|
S
|
11.37
|
|
12/16/21
|
100.00
|
B
|
11.59
|
|
12/27/21
|
200.00
|
B
|
11.59
|
|
12/3/21
|
-51011.00
|
S
|
11.32
|
|
12/27/21
|
280.00
|
B
|
11.58
|