Item 5. Interest in Securities of the Issuer.
(a) and (b) The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Schedule 13D are incorporated herein by reference.
The aggregate percentage of shares of Common Stock reported as beneficially owned by BlackRock was calculated based on 54,422,622 shares of Common Stock issued and outstanding as of April 30, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed with the U.S. Securities and Exchange Commission on May 7, 2021.
The Common Stock beneficially owned by BlackRock includes Common Stock beneficially owned by the Advisory Subsidiaries, including Aperio Group LLC, BlackRock Advisors (UK) Limited, BlackRock Advisors LLC, BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC and BlackRock Japan Co., Ltd., none of which beneficially owns in excess of 5% of the outstanding Common Stock.
(c) Annex C, attached hereto, sets forth transactions in the Common Stock that were effected during the 60-day period ended May 20, 2021. The transactions in the Common Stock described on Annex C were effected on securities exchanges unless otherwise indicated therein.
(d) Except for investment advisory clients of the Advisory Subsidiaries, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, no other person is known by BlackRock to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock that may be beneficially owned by BlackRock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 4 is hereby incorporated herein by reference.
For the avoidance of doubt, the Issuer and BlackRock have a number of commercial agreements in connection with the strategic relationship discussed above.
On December 20, 2018, BlackRock and the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) providing BlackRock or its designee with certain customary registration rights with respect to 2,355,816 shares of Common Stock and the shares underlying the Warrant. Pursuant to the Registration Rights Agreement, BlackRock or its designee is entitled to certain customary demand registration, shelf takedown and piggyback registration rights, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns).
The above description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 2.
Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BlackRock and any other person with respect to any securities of the Issuer or among the Advisory Subsidiaries, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to shares of Common Stock that are loaned out in the ordinary course of BlackRock’s and its subsidiaries’ securities lending programs).
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