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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Variable Prepaid Share Forward Transaction | (1) (2) (3) | 12/22/2020 | J/K | 1,385,498 | (1)(2)(3) | (1)(2)(3) | Class A common stock | 1,385,498 | (1) (2) (3) | 1,385,498 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boubazine Abdelhakim 1 COURT SQUARE WEST LONG ISLAND CITY, NY 11101 |
President & COO |
/s/ Abdelhakim Boubazine | 12/23/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On December 22, 2020, the reporting person entered into a Variable Prepaid Forward Transaction (the "Transaction") with an unaffiliated bank (the "Bank") relating to 1,385,498 shares of Class A common stock of the Issuer (the "Shares"). On December 22, 2022 (the "Valuation Date"), the reporting person will be obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, it may pay an equivalent amount in cash on the cash settlement date(s)): (a) if the closing price per Share on the Valuation Date (the "Settlement Price") is less than $36.0135 (the "Floor Price"), the Shares; |
(2) | (b) if the Settlement Price is greater than the Floor Price but less than or equal to $48.6182 (the "Cap Price"), the Shares multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Shares multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). |
(3) | In exchange for assuming this obligation, the reporting person is receiving a cash payment of $42,970,943.38 in connection with entering into the Transaction. The reporting person pledged 1,385,498 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. The reporting person retains voting rights in the Pledged Shares during the term of the pledge, subject to the Bank's exercise of default remedies. The terms of the Transaction may be adjusted to account for the economic effects of dividends paid during the term of the pledge. |