1
|
NAME OF REPORTING PERSONS
JAT Capital Mgmt LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
4,103,378 (1) (2)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,103,378 (1) (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,103,378 (1) (2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
JAT Capital Master Fund LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,132,342 (1) (2)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,132,342 (1) (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,342 (1) (2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1
|
NAME OF REPORTING PERSONS
John Thaler
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [
]
(b) [
]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
4,103,378 (1) (2)
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,103,378 (1) (2)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,103,378 (1) (2)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
•
|
JAT Capital Mgmt LP, a Delaware limited partnership (“JAT Capital Management”);
|
•
|
JAT Capital Master Fund LP, a Cayman Islands exempted limited partnership (“JAT Capital Master Fund”); and
|
•
|
John Thaler, a United States citizen (“Mr. Thaler”).
|
Exhibit 99.1 |
Joint Filing Agreement to Schedule 13D by and among JAT Capital Management, LP, JAT Capital Master Fund, LP and John Thaler, dated as of October 12, 2023.
|
JAT CAPITAL MGMT, LP
By: JAT GP LLC, its General Partner
|
||
By:
|
/s/ John Thaler
|
|
John Thaler, Managing Member
|
JAT CAPITAL MASTER FUND, LP
By: JAT Capital Mgmt, LP, its Investment Manager
By: JAT GP LLC, its General Partner
|
||
By:
|
/s/ John Thaler
|
|
John Thaler, Managing Member
|
/s/ John Thaler
|
|
JOHN THALER
|
Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share or Option, as Applicable1
|
Amount of Shares Bought/(Sold) or Underlying Options
|
|
JAT Capital Mgmt, LP
|
|||||
8/16/2023
|
Buy
|
Common Shares
|
$27.87
|
40,000
|
|
8/17/2023
|
Buy
|
Common Shares
|
$26.82
|
25,000
|
|
8/21/2023
|
Buy
|
Common Shares
|
$25.26
|
50,000
|
|
8/23/2023
|
Buy
|
Common Shares
|
$24.50
|
25,000
|
|
8/28/2023
|
Buy
|
Common Shares
|
$25.10
|
13,505
|
|
8/29/2023
|
Buy
|
Common Shares
|
$27.02
|
25,000
|
|
8/30/2023
|
Buy
|
Common Shares
|
$26.48
|
50,000
|
|
8/31/2023
|
Buy
|
Common Shares
|
$26.11
|
81,567
|
|
8/31/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.31
|
6,300
|
|
8/31/2023
|
Buy
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.36
|
19,400
|
|
8/31/2023
|
Buy
|
Option to Purchase Common Shares at $35 per Share expiring 9/15/2023
|
$0.10
|
7,300
|
|
8/31/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.10
|
16,100
|
|
9/1/2023
|
Buy
|
Common Shares
|
$26.61
|
79,518
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.39
|
5,200
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.40
|
16,300
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $35 per Share expiring 9/15/2023
|
$0.11
|
6,000
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.08
|
13,500
|
|
9/1/2023
|
Sell
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.37
|
(1,800)
|
|
9/1/2023
|
Sell
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.40
|
(5,700)
|
|
9/1/2023
|
Sell
|
Option to Purchase Common Shares at $35 per Share expiring 09/15/2023
|
$0.07
|
(2,100)
|
|
9/1/2023
|
Sell
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.05
|
(4,700)
|
|
9/5/2023
|
Buy
|
Common Shares
|
$27.25
|
98,349
|
|
9/5/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.35
|
185,000
|
|
9/6/2023
|
Buy
|
Common Shares
|
$20.87
|
1,118,986
|
|
9/6/2023
|
Buy
|
Option to Purchase Common Shares at $30 per Share expiring 1/19/2024
|
$1.74
|
285,000
|
|
9/7/2023
|
Buy
|
Common Shares
|
$19.52
|
450,107
|
|
9/7/2023
|
Sell
|
Option to Purchase Common Shares at $35 per Share expiring 9/15/2023
|
$0.01
|
(90,200)
|
|
9/7/2023
|
Sell
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.01
|
(201,400)
|
|
9/8/2023
|
Buy
|
Common Shares
|
$20.95
|
62,613
|
|
9/11/2023
|
Buy
|
Common Shares
|
$20.84
|
34,897
|
|
9/12/2023
|
Buy
|
Common Shares
|
$20.36
|
41,665
|
|
9/15/2023
|
Buy
|
Common Shares
|
$20.22
|
63,985
|
|
9/19/2023
|
Buy
|
Common Shares
|
$18.40
|
30,000
|
|
9/22/2023
|
Buy
|
Common Shares
|
$17.68
|
10,562
|
|
10/3/2023
|
Buy
|
Common Shares
|
$15.00
|
6,515
|
|
10/3/2023
|
Buy
|
Common Shares
|
$15.08
|
80,000
|
|
10/4/2023
|
Buy
|
Common Shares
|
$14.97
|
7,911
|
|
10/4/2023
|
Buy
|
Common Shares
|
$14.98
|
90,000
|
|
10/5/2023
|
Buy
|
Common Shares
|
$15.45
|
3,516
|
|
10/5/2023
|
Buy
|
Common Shares
|
$15.47
|
40,000
|
|
10/9/2023
|
Buy
|
Common Shares
|
$16.10
|
5,093
|
|
10/9/2023
|
Buy
|
Common Shares
|
$16.14
|
57,938
|
|
10/11/2023
|
Buy
|
Common Shares
|
$16.35
|
4,835
|
|
10/11/2023
|
Buy
|
Common Shares
|
$16.45
|
55,000
|
|
10/12/2023
|
Buy
|
Common Shares
|
$15.76
|
11,660
|
|
10/12/2023
|
Sell
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.15
|
(242,000)
|
|
10/12/2023
|
Buy
|
Common Shares
|
$15.53
|
18,882
|
JAT Capital Master Fund, LP
|
|||||
Date
|
Buy/Sell
|
Security
|
Approximate
Price Per Share or Option, as Applicable2
|
Amount of Shares Bought/(Sold) or Underlying Options
|
|
8/16/2023
|
Buy
|
Common Shares
|
$27.87
|
6,340
|
|
8/17/2023
|
Buy
|
Common Shares
|
$26.82
|
7,925
|
|
8/21/2023
|
Buy
|
Common Shares
|
$25.26
|
15,850
|
|
8/23/2023
|
Buy
|
Common Shares
|
$24.50
|
3,963
|
|
8/28/2023
|
Buy
|
Common Shares
|
$25.10
|
4,281
|
|
8/29/2023
|
Buy
|
Common Shares
|
$27.02
|
3,963
|
|
8/30/2023
|
Buy
|
Common Shares
|
$26.48
|
9,510
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.38
|
3,400
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.40
|
10,600
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $35 per Share expiring 9/15/2023
|
$0.10
|
4,000
|
|
9/1/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.07
|
8,800
|
|
9/1/2023
|
Buy
|
Common Shares
|
$26.62
|
31,349
|
|
9/5/2023
|
Buy
|
Option to Purchase Common Shares at $40 per Share expiring 1/19/2024
|
$1.35
|
59,500
|
|
9/5/2023
|
Buy
|
Common Shares
|
$27.25
|
18,736
|
|
9/6/2023
|
Buy
|
Option to Purchase Common Shares at $30 per Share expiring 1/19/2024
|
$1.74
|
91,500
|
|
9/6/2023
|
Buy
|
Common Shares
|
$20.87
|
295,086
|
|
9/7/2023
|
Sell
|
Option to Purchase Common Shares at $35 per Share expiring 9/15/2023
|
$0.01
|
(29,000)
|
|
9/7/2023
|
Sell
|
Option to Purchase Common Shares at $40 per Share expiring 9/15/2023
|
$0.01
|
(64,800)
|
|
9/7/2023
|
Buy
|
Common Shares
|
$19.52
|
112,419
|
|
9/8/2023
|
Buy
|
Common Shares
|
$20.95
|
15,289
|
|
9/11/2023
|
Buy
|
Common Shares
|
$20.84
|
11,205
|
|
9/12/2023
|
Buy
|
Common Shares
|
$20.36
|
8,562
|
|
9/15/2023
|
Buy
|
Common Shares
|
$20.22
|
14,121
|
|
9/19/2023
|
Buy
|
Common Shares
|
$18.40
|
9,633
|
|
9/22/2023
|
Buy
|
Common Shares
|
$17.68
|
3,391
|
|
10/3/2023
|
Buy
|
Common Shares
|
$15.08
|
34,426
|
|
10/4/2023
|
Buy
|
Common Shares
|
$14.98
|
31,680
|
|
10/5/2023
|
Buy
|
Common Shares
|
$15.47
|
14,080
|
|
10/9/2023
|
Buy
|
Common Shares
|
$16.14
|
20,394
|
|
10/11/2023
|
Buy
|
Common Shares
|
$16.45
|
19,360
|
|
10/12/2023
|
Sell
|
Option to Purchase Common Shares at $75 per Share expiring 1/19/2024
|
$0.15
|
(77,800)
|
|
10/12/2023
|
Buy
|
Common Shares
|
$15.53
|
6,646
|
|
10/12/2023
|
Buy
|
Common Shares
|
$15.80
|
3,236
|
JAT CAPITAL MGMT, LP
By: JAT GP LLC, its General Partner
|
||
By:
|
/s/ John Thaler
|
|
John Thaler, Managing Member
|
JAT CAPITAL MASTER FUND, LP
By: JAT Capital Mgmt, LP, its Investment Manager
By: JAT GP LLC, its General Partner
|
||
By:
|
/s/ John Thaler
|
|
John Thaler, Managing Member
|
/s/ John Thaler
|
|
JOHN THALER
|