1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jeffrey Tangney | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) | ||||||||||
3 | SEC USE ONLY | ||||||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 27,445,043 (1)(3) | |||||||||
6 | SHARED VOTING POWER 24,203,330 (2)(3) | ||||||||||
7 | SOLE DISPOSITIVE POWER 27,445,043 (1)(3) | ||||||||||
8 | SHARED DISPOSITIVE POWER 24,203,330 (2)(3) | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,648,373 (1)(2)(3) | ||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.3% (3)(4)(5) | ||||||||||
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of (i) 6,171,666 shares of Class B common stock held of record by Mr. Tangney, (ii) 400,000 shares of Class A common stock held of record by Mr. Tangney, (iii) 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC, and (iii) 873,377 shares of Class B common stock subject to outstanding stock options held of record by Mr. Tangney that are exercisable within 60 days of December 31, 2021. The reporting person has sole voting power and sole dispositive power with respect to these shares. | ||||
(2) | Consists of 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust. The reporting person and his wife, Claudia Schweikert, share voting and dispositive power over the shares held by Tangney Schweikert Family Trust. | ||||
(3) | Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation. | ||||
(4) | The percent of class was calculated based on 103,760,255 shares of Class A common stock and 86,241,144 shares of Class B common stock outstanding as of December 31, 2021. | ||||
(5) | Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 51,248,373 shares of Class B common stock and 400,000 shares of Class A common stock beneficially owned by the reporting person represent 52.6% of the aggregate combined voting power of the Class A common stock and Class B common stock. |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Claudia Schweikert | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) | ||||||||||
3 | SEC USE ONLY | ||||||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||||||||
6 | SHARED VOTING POWER 24,203,330 (1)(2) | ||||||||||
7 | SOLE DISPOSITIVE POWER 0 | ||||||||||
8 | SHARED DISPOSITIVE POWER 24,203,330 (1)(2) | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,203,330 (1)(2) | ||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.9% (2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust. The reporting person and her husband, Jeffrey Tangney, share voting and dispositive power over the shares held by Tangney Schweikert Family Trust. | ||||
(2) | Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation. | ||||
(3) | The percent of class was calculated based on 103,760,255 shares of Class A common stock and 86,241,144 shares of Class B common stock outstanding as of December 31, 2021. | ||||
(4) | Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,203,330 shares of Class B common stock beneficially owned by the reporting person represent 25.1% of the aggregate combined voting power of the Class A common stock and Class B common stock. |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tangney Schweikert Family Trust | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) | ||||||||||
3 | SEC USE ONLY | ||||||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||||||||
6 | SHARED VOTING POWER 24,203,330 (1)(2) | ||||||||||
7 | SOLE DISPOSITIVE POWER 0 | ||||||||||
8 | SHARED DISPOSITIVE POWER 24,203,330 (1)(2) | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,203,330 (1)(2) | ||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.9% (2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust. Jeffrey Tangney and Claudia Shweikert share voting and dispositive power over the shares held by Tangney Schweikert Family Trust. | ||||
(2) | Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation. | ||||
(3) | The percent of class was calculated based on 103,760,255 shares of Class A common stock and 86,241,144 shares of Class B common stock outstanding as of December 31, 2021. | ||||
(4) | Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,203,330 shares of Class B common stock beneficially owned by the reporting person represent 25.1% of the aggregate combined voting power of the Class A common stock and Class B common stock. |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tangney Annuity Trust, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) | ||||||||||
3 | SEC USE ONLY | ||||||||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 20,000,000 (1)(2) | |||||||||
6 | SHARED VOTING POWER 0 | ||||||||||
7 | SOLE DISPOSITIVE POWER 20,000,000 (1)(2) | ||||||||||
8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 (1)(2)(3) | ||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.2% (2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON IN |
(1) | Consists of 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC. Jeffrey Tangney has sole voting power and sole dispositive power with respect to these shares. | ||||
(2) | Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation. | ||||
(3) | The percent of class was calculated based on 103,760,255 shares of Class A common stock and 86,241,144 shares of Class B common stock outstanding as of December 31, 2021. | ||||
(4) | Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 20,000,000 shares of Class B common stock beneficially owned by the reporting person represent 20.7% of the aggregate combined voting power of the Class A common stock and Class B common stock. |
By: | /s/ Jeffrey Tangney | |||||||
Jeffrey Tangney | ||||||||
By: | /s/ Claudia Schweikert | |||||||
Claudia Schweikert | ||||||||
Tangney Schweikert Family Trust | ||||||||
By: | /s/ Jeffrey Tangney | |||||||
Name: Title: | Jeffrey Tangney Trustee | |||||||
By: | /s/ Claudia Schweikert | |||||||
Name: Title: | Claudia Schweikert Trustee | |||||||
Tangney Annuity Trust, LLC | ||||||||
By: | /s/ Jeffrey Tangney | |||||||
Name: Title: | Jeffrey Tangney Trustee | |||||||