|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series E 1 Preferred Stock | (1) | 07/07/2015 | C | 3,125,000 | (1) | (1) | Common stock | 1,562,500 | $ 0 | 0 | D (2) (3) | ||||
Series E 2 Preferred Stock | (1) | 07/07/2015 | C | 3,125,000 | (1) | (1) | Common Stock | 1,562,500 | $ 0 | 0 | D (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Abu Dhabi Investment Authority 211 CORNICHE STREET ABU DHABI, PO BOX 3600, C0 3600 |
X | |||
Procific 122 MARY STREET, P.O. BOX 709 GRAND CAYMAN, E9 KY1-1107 |
X |
/s/ Hamad Shahwan AlDhaheri, Authorized Signatory of Abu Dhabi Investment Authority | 07/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ Saeed AlMazrouei, Authorized Signatory of Abu Dhabi Investment Authority | 07/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ Khalifa AlFalasi,Authorized Signatory of Procific | 07/08/2015 | |
**Signature of Reporting Person | Date | |
/s/ Ahmed Al Mosa, Authorized Signatory of Procific | 07/08/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series E-1 Preferred Stock and Series E-2 Preferred Stock converted into common stock, par value of $0.00001 per share (the "Common Stock"), on a two-for-one basis upon the closing of the Issuer's initial public offering on July 7, 2015, and had no expiration. |
(2) | Procific directly holds 3,125,000 shares of Common Stock (the "Procific Shares"), which it acquired upon the automatic conversion of the Series E-1 Preferred Stock and Series E-2 Preferred Stock upon the closing of the Issuer's initial public offering. The Abu Dhabi Investment Authority ("ADIA" and, together with Procific, the "Reporting Persons") is the sole owner of Procific and therefore may also be deemed to beneficially own the Procific Shares. |
(3) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests |
Remarks: The Reporting Persons are no longer 10% owners; however, solely for the purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a "deputized director" by virtue of Colm Lanigan, an employee of ADIA, serving as a member of the board of directors of the Issuer. |