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| CUSIP No. 92763M105 | | 13D/A | | Page 14 of 16 |
| Item 5. | Interest in Securities of the Issuer |
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of Common Units beneficially owned is based on 76,966,203 Common Units outstanding as of February 18, 2022, as reported in the Issuer’s annual report on Form 10-K for the year ended December 31, 2021, filed by the Issuer with the Securities and Exchange Commission on February 24, 2022.
The aggregate number and percentage of the Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, BX Guidon Topco LLC directly holds 12,934,495 Common Units.
The controlling membership interests of BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Units referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Units.
(c) From February 24, 2022 to March 17, 2022, Common Units held by the Reporting Persons were sold in multiple open market sale transactions as described below.
| | | | | | | | | | | | |
Seller | | Date | | | Number of
Common
Units | | | Price per
Common Unit | |
BX Guidon Topco LLC | | | 02/24/2022 | | | | 123,000 | | | $ | 28.3793 | (1)(14) |
BX Guidon Topco LLC | | | 02/25/2022 | | | | 104,400 | | | $ | 28.5174 | (2)(14) |
BX Guidon Topco LLC | | | 02/25/2022 | | | | 600 | | | $ | 28.0383 | (3)(14) |
BX Guidon Topco LLC | | | 02/28/2022 | | | | 190,798 | | | $ | 29.3623 | (4)(14) |
BX Guidon Topco LLC | | | 02/28/2022 | | | | 19,202 | | | $ | 29.5692 | (5)(14) |
BX Guidon Topco LLC | | | 03/01/2022 | | | | 65,000 | | | $ | 29.6971 | (6)(14) |
BX Guidon Topco LLC | | | 03/02/2022 | | | | 80,000 | | | $ | 29.8935 | (7)(14) |
BX Guidon Topco LLC | | | 03/03/2022 | | | | 8,664 | | | $ | 29.5488 | (8)(14) |
BX Guidon Topco LLC | | | 03/04/2022 | | | | 125,336 | | | $ | 29.9209 | (9)(14) |
BX Guidon Topco LLC | | | 03/07/2022 | | | | 21,363 | | | $ | 30.0895 | (10)(14) |
BX Guidon Topco LLC | | | 03/07/2022 | | | | 1,230 | | | $ | 30.6878 | (11)(14) |
BX Guidon Topco LLC | | | 03/08/2022 | | | | 13,139 | | | $ | 30.0668 | (12)(14) |
BX Guidon Topco LLC | | | 03/17/2022 | | | | 20,000 | | | $ | 29.6701 | (13)(14) |
| (1) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $28.00 to $28.65, inclusive. |
| (2) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $28.05 to $29.04, inclusive. |
| (3) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $28.03 to $28.04, inclusive. |
| (4) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $28.49 to $29.48, inclusive. |
| (5) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.485 to $29.74, inclusive. |
| (6) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.50 to $30.28, inclusive. |
| (7) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.56 to $30.29, inclusive. |
| (8) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.50 to $29.66, inclusive. |
| (9) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.56 to $30.15, inclusive. |
| (10) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.60 to $30.59, inclusive. |
| (11) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $30.60 to $30.76, inclusive. |
| (12) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $30.005 to $30.150, inclusive. |
| (13) | Reflects the weighted average sales price. These Common Units were sold in multiple transactions ranging from $29.50 to $29.81, inclusive. |
| (14) | The Reporting Persons hereby undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Common Units sold at each separate price. |
Except as set forth in this Amendment No. 3, none of the Reporting Persons has effected any transaction in Common Units in the past 60 days.
