| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
Vertex, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
92538J106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Amanda Radcliffe | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 33,267,767.22 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 21.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 53,855 shares of Class A Common Stock held of record by Amanda Radcliffe, (ii) 838,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Radcliffe, (iii) 32,291,702.223 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Radcliffe is the trustee and (iv) 84,210 shares of Class A Common Stock jointly held by Amanda Radcliffe and Conrad Radcliffe.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Stefanie Thompson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,980,934.59 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 21.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 46,030 shares of Class A Common Stock held of record by Stefanie Thompson, (ii) 838,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Ms. Thompson and (iii) 32,096,904.588 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Ms. Thompson is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Jeffrey Westphal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,521,822.24 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 7,895 shares of Class A Common Stock held of record by Jeffrey Westphal, (ii) 388,000 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Mr. Westphal and (iii) 4,125,927.237 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held by trusts of which Mr. Westphal is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Christopher Thompson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 118,209.96 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 5,629.046 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by Christopher Thompson and (ii) 112,580.918 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Constance A. Thompson, of which Christopher Thompson and Constance Thompson are the trustees.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Benjamin Schmerin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,221.78 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.003 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Conrad Radcliffe | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,731,647.38 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Third Party Funded Special Needs Trust for Callum W. Radcliffe u/a of Amanda W. Radcliffe dated May 15, 2015, of which Conrad Radcliffe, Kailey Radcliffe and Antoinette Capik are the trustees and (ii) 84,210 shares of Class A Common Stock jointly held by Amanda Radcliffe and Conrad Radcliffe.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Kailey Radcliffe | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,294,874.75 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Third Party Funded Special Needs Trust for Callum W. Radcliffe u/a of Amanda W. Radcliffe dated May 15, 2015, of which Conrad Radcliffe, Kailey Radcliffe and Antoinette Capik are the trustees and (ii) 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Kailey Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Kailey Radcliffe is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Antoinette Capik | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,294,874.75 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 includes (i) 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Third Party Funded Special Needs Trust for Callum W. Radcliffe u/a of Amanda W. Radcliffe dated May 15, 2015, of which Conrad Radcliffe, Kailey Radcliffe and Antoinette Capik are the trustees and (ii) 2,647,437.377 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Antoinette R. Radcliffe u/a of Amanda W. Radcliffe dated 10/05/2001, of which Antoinette R. Capik is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Anne Marie Westphal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 578,074.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 578,073.706 shares of Class A Common Stock held of record by the Item Second Irrevocable Trust FBO Anne Marie Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Anne Marie Westphal is a trustee, and 0.294 shares of Class A Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Nicholas A. Shuhan, of which Anne Marie Westphal's spouse is a trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Kyle Westphal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,211,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 1,211,100 shares of Class A Common Stock held of record by the Item Second Irrevocable Trust FBO Kyle R. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Kyle Westphal is a trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Jacob Westphal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 745,706.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 745,706 shares of Class A Common Stock held of record by the Item Second Irrevocable Trust FBO Jacob J. Westphal u/a of Jeffrey R. Westphal dated 10/05/2001, of which Jacob Westphal is a trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Melanie DeStefano | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,941,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Melanie H. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Melanie DeStefano is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Samantha Lucas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,969,895.23 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 1,969,895.229 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Samantha W. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Samantha Lucas is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Mackenzie Lucas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,941,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 1,941,750 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Mackenzie S. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Mackenzie Lucas is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Andrea Schmerin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,983,967.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 1,983,967.844 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the Item Second Irrevocable Trust FBO Andrea P. Lucas u/a of Stefanie W. Lucas dated 10/05/2001, of which Andrea Schmerin is the trustee.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Constance Thompson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 112,580.92 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The amount in Row 9 represents 112,580.918 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Class B Common Stock held of record by the 2020 Irrevocable Trust for Benefit of Constance A. Thompson, of which Christopher Thompson and Constance Thompson are the trustees.
SCHEDULE 13G |
| CUSIP No. | 92538J106 |
| 1 | Names of Reporting Persons Jenifer Westphal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Vertex, Inc. | |
| (b) | Address of issuer's principal executive
offices: 2301 Renaissance Boulevard, King of Prussia, PA, 19406 | |
| Item 2. | ||
| (a) | Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Amanda Radcliffe;
Stefanie Thompson;
Jeffrey Westphal;
Christopher Thompson;
Benjamin Schmerin;
Conrad Radcliffe;
Kailey Radcliffe;
Antoinette Capik;
Anne Marie Westphal;
Kyle Westphal;
Jacob Westphal;
Melanie DeStefano;
Samantha Lucas;
Mackenzie Lucas;
Andrea Schmerin;
Constance Thompson; and
Jenifer Westphal. | |
| (b) | Address or principal business office or, if
none, residence: The business address for each of the Reporting Persons is c/o Vertex, Inc., 2301 Renaissance Boulevard, King of Prussia, PA 19406. | |
| (c) | Citizenship: Each of the Reporting Persons is a citizen of the United States. | |
| (d) | Title of class of securities: Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 92538J106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of January 31, 2025, based upon 70,669,959 shares of Class A Common Stock outstanding as of December 31, 2024, and assumes the conversion of an aggregate 86,480,641 shares of Class B Common Stock, par value $0.001 per share of the Issuer (the "Class B Common Stock"), held by the Reporting Persons on a one-for-one basis.
Each of the Reporting Persons is a party to that certain Third Amended and Restated Stockholders' Agreement, dated as of July 28, 2020, by and among the Issuer and the Reporting Persons and associated trusts described above (the "Stockholders Agreement"). | |
| (b) | Percent of class: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (ii) Shared power to vote or to direct the
vote: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a "group" with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based in part on information provided by the Issuer, as of the date hereof, such a "group" would be deemed to beneficially own an aggregate of 89,153,656 shares of Class A Common Stock, or 56.7% of the Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3 of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
99. Joint Filing Agreement (previously filed). |