The Reporting Persons intend to engage in a dialogue with members of the Board and management of the Issuer or other representatives of the Issuer. The Reporting Persons may also engage in a dialogue and other communications regarding the Issuer with other stockholders of the Issuer, knowledgeable industry or market participants or other persons. Any dialogue or communications with any of the foregoing persons may relate to potential changes of strategy, consideration or discussion regarding one or more transactions to maximize shareholder value (including a sale of the Issuer), and other proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons intend to review their investment in the Issuer’s shares of Common Stock (or derivatives with respect thereto) on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares, conditions in the securities markets, general economic and industry conditions, and the Issuer’s response to the Reporting Persons requests made herein, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock (or derivatives with respect thereto) or selling some or all of their shares of Common Stock (or derivatives with respect thereto). The response under Item 6 below is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
| | (a) | On the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 11,500,000 shares of Common Stock held by the Funds (such shares, the “Shares”). The Shares represent approximately 6.37% of the Issuer’s Common Stock outstanding. Calculations of the percentage of Common Stock beneficially owned assumes 180,410,977 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2021. |
| | (b) | Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by the Funds. |
| | (c) | Set forth on Schedule A hereto are all transactions in the shares of Common Stock effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:30 p.m., New York City time, on March 8, 2022. |
| | (d) | Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information contained in Items 3, 4 and 5 is incorporated by reference herein, as applicable.
Subscription Agreement
Pursuant to a subscription agreement, dated as of November 11, 2020, between by Jaws Acquisition Corp. (predecessor to the Issuer, “Jaws”) and TPT (the “Subscription Agreement”), TPT purchased 9,000,000 shares of Common Stock and is entitled to certain registration rights with respect to such shares of Common Stock and indemnification rights with respect to such registration rights. The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to such document. The form of Subscription Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Jaws with the SEC on November 12, 2020.
Derivative Transactions
The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.
Certain of the Funds have entered into swaps with respect to the Common Stock. Under the terms of the swaps, (i) the relevant Fund will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the relevant Fund
