The Reporting Persons have entered into a Joint Filing Agreement, dated as of June 30, 2021, a copy of which is attached as Exhibit 1 to this Amendment No. 7.
The Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Schedule B attached to this Schedule 13D (the “Separately Filing Group Members”). The Separately Filing Group Members have filed separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Act. Schedule B attached to this Schedule 13D sets forth certain information concerning the Separately Filing Group Members, which information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. | Purpose of the Transaction |
Item 4 of the Schedule 13D is hereby supplemented by inserting the following at the end of such Item:
On June 29, Featherman H Company LP contributed an aggregate of 93,750 shares of Class A Common Stock to one or more exchange funds in exchange for shares of such exchange fund(s). On December 17, 2020, Daniel F. Pritzker transferred to a charitable fund a total of 12,014 shares of Class A Common Stock. Following this transfer, Daniel F. Pritzker did not hold any Common Stock. On November 10, 2020 Jay Arthur Trust sold in open-market transactions a total of 99,003 shares of Class B Common Stock. On November 6, 2020 and November 9, 2020, Texas 8-26-22 H Company LP sold in open-market transactions a total of 212,316 shares of Class A Common Stock. On November 9, 2020 and November 10, 2020, Texas 8-26-22 H Company LP sold in open-market transactions a total of 260,000 shares of Class B Common Stock. Following these sales, Texas 8-26-22 H Company LP did not hold any Common Stock. On July 6, 2020 through July 13, 2020 TGFJ Trust 1 sold in open-market transactions a total of 168,645 shares of Class B Common Stock. On July 6, 2020 through July 7, 2020, Featherman H Company LP sold in open-market transactions a total of 162,438 shares of Class B Common Stock. The Reporting Persons continue to hold Common Stock for investment purposes.
None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans. The Reporting Persons intend to take any and all actions that they deem appropriate to maximize the value of their investment, including continuing to look for appropriate opportunities to dispose of or exchange securities of the Company owned by them, including by means of additional exchange fund contributions, open-market sales or otherwise. The Reporting Persons may also determine to formulate other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.
Item 5. | Interest in Securities of the Issuer |
Clauses (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows, and clause (c) of Item 5 of the Schedule 13D is hereby supplemented by inserting the following at the end thereof:
(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 433,681 shares of currently issued Class A Common Stock and 1,406,250 shares of Class A Common Stock issuable upon conversion of 972,569 shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class A Common Stock beneficially owned by the Reporting Persons represents 1.1% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding