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CUSIP No. 98956A105 | | Schedule 13G | | Page 4 of 7 |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of September 30, 2024, based upon 205,636,909 shares of Class A Common Stock outstanding as of September 30, 2024, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024.
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Reporting Person | | Amount beneficially owned | | | Percent of class: | | | 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 of: | | | Shared power to dispose or to direct the disposition of: | |
David A. Steinberg | | | 26,932,667 | | | | 11.7 | % | | | 11,634 | | | | 26,921,033 | | | | 11,634 | | | | 26,281,033 | |
ACI Investment Partners, LLC | | | 21,052,491 | | | | 9.3 | % | | | 0 | | | | 21,052,491 | | | | 0 | | | | 21,052,491 | |
Mr. Steinberg may be deemed the beneficial owner of 26,932,667 shares of Class A Common Stock, which includes: (i) 11,634 shares of Class A Common Stock held directly by Mr. Steinberg; (ii) 97,438 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by CAIVIS Acquisition Corp. II, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder; (iii) 4,547,598 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by IAC Investment Company IX, LLC, of which Mr. Steinberg is managing member; (iv) 47,676 shares of Class A Common Stock issuable upon conversion of Class B common stock and 79,236 shares of restricted Class A Common Stock held by Kristen Steinberg, Mr. Steinberg’s spouse; (v) 19,740,617 shares of Class A Common Stock issuable upon conversion of Class B common stock and 1,311,874 shares of Class A Common Stock held of record by ACI Investment Partners, LLC, of which Mr. Steinberg is the managing member; and (vi) 456,594 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by five irrevocable family trusts, of which Mr. Steinberg is co-trustee. Also includes 640,000 shares of Class A common stock held by Kristin Kuehl, with whom Mr. Steinberg is party to a voting agreement, and over which Mr. Steinberg may be deemed to share voting power, but not dispositive power. The Class B common stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis.
ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.