Vistra Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
92840M102
|
(CUSIP Number)
|
October 1, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Partners Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Holdings Canada Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield US Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Direct Investments Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,625,154 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.36%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Capital Partners Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Funds Holdings Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Canada Adviser, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Private Equity Group Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Manitoba
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,288,906 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.95%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Margin Investment GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,001,495(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,001,495(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,001,495(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.84%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Margin Aggregator LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
9,001,495
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
9,001,495
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,001,495
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.84%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Titan Holdings LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,853,026
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
772,128(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,853,026
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
772,128(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,625,154
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.36%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Aggregator, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
96,960
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
96,960
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,608,296.10(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,705,256.10
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.96%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BCP Titan Sub-Aggregator, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
200,264
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,271,964.75(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
200,264
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,271,964.75(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,472,228.75
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.12%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Longhorn Capital GS L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,803,063
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.37%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-AC, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
442,466
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
130,445(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
442,466
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
130,445(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
572,911
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.12%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) Consists of a portion of the shares of the Issuer’s Common Stock directly held by Longhorn Capital GS LP for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-CN, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,141
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,141
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,141
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-DS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
139,838
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,929(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
139,838
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,929(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
141,767
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.03%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-FN, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
223,384
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
35,374(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
223,384
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
35,374(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
258,758
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.05%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-GLH, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
790
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
790
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
790
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-HI, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
676,360
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
74,744(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
676,360
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
74,744(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
751,104
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.15%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-ICG, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
563,838
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
105,183(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
563,838
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
105,183(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
669,021
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-LB, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
279,675
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,858(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
279,675
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,858(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
283,533
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-MCG, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,291
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,291
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,291
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-MRS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,035
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,035
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,035
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Titan Co-Investment-RBS, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,280(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,280(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,280(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
30,278,055 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
30,278,055 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
30,278,055 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.2%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Atlas OCM Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Management, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
15,318,192 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,318,192 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.14%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
14,959,863 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
14,959,863 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
|
|
|
||
3.06%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund X Holdings (Delaware), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
6,912,379
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
6,912,379
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
1.41%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund VIII Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,909
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,909
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
||
1,909
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Opportunities Fund VIIIb Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
6,908,673
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
||
6,908,673
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
|
|
|
||
1.41%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
||
OCM Opportunities Fund VIIb Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,383
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,383
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,383
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
||
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,132,519
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,132,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.23%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree-Forrest Multi-Strategy, LLC (Series B)
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
692
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
692
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
692
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree Opps X Holdco Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
19,553
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
19,553
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,553
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII Delaware, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
244
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
244
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
244
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII Delaware GP, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
244(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII L.P.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
244(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
244(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Opportunities Fund VII GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
244(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
||
244(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
||
Oaktree Opps VIIIb Holdco Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
818,216
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
818,216
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
||
818,216
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.17%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree Huntington
Investment Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
454
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
454
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
454
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN
ROW (9)
|
|
|
||
Less than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Huntington Investment Fund
GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
454(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
454(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
454(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Huntington Investment Fund
GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman
Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
454(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
454(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
454(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund VIII
(Parallel 2), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman
Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
60
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
60
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
60
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund VIII GP,
L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
60(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
60(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
60(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund VIII GP
Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Cayman
Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
60(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
60(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
60(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Opps
DGY Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
13,103,689
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
13,103,689
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
2.68%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund X GP,
L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
13,103,689
(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689
(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
13,103,689
(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
2.68%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree
Opportunities Fund X GP
Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
13,103,689 (1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
13,103,689 (1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
2.68%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree
FF Investment Fund, L.P. -
Class B
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER
OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
154
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
154
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
154
|
|
|
|||
|
|
||||
10
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
Less
than 0.01%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree FF
Investment Fund GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
154(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
154(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
154(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree FF
Investment Fund GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
154(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
154(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
||
154(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
Less than 0.01%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree FF
Investment Fund Class F
Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
333,557
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
333,557
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
|
|
|
||
333,557
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
0.07%(1)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree FF
Investment Fund Class F
Holdings GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
333,557(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
333,557(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
|
|
|
||
333,557(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
0.07%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
||
Oaktree FF
Investment Fund Class F
Holdings GP Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC
USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
|
|
|
|
333,557(1)
|
|
|
|||
|
|
||||
6
|
SHARED
VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE
DISPOSITIVE POWER
|
|
|
||
333,557(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
|
|
|
||
333,557(1)
|
|
|
|||
|
|
||||
10
|
CHECK
IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
|
|
||
0.07%(2)
|
|
|
|||
|
|
||||
12
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree Value
Opportunities Fund
Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
1,041,573
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
1,041,573
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
1,041,573
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
0.21%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree Value
Opportunities Fund GP,
L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
1,041,573(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
1,041,573(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
1,041,573 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
0.21%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
Oaktree Value
Opportunities Fund GP
Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE
APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
1,041,573(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING
POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE
POWER
|
|
|
||
1,041,573(1)
|
|
|
|||
|
|
||||
8
|
SHARED
DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
|
|
||
1,041,573 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT
IN ROW (9)
|
|
|
||
0.21%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF
REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
6555 Sierra Drive
|
|
Irving, Texas
75039
|
(1)
|
Longhorn
Capital GS, L.P.
(“Longhorn”)
|
(2)
|
Brookfield Titan
Holdings LP (“Titan
Holdings”), in its
capacity as a direct
owner ofCommon Stock
and indirect owner
of Common Stock
through Longhorn;
|
(3)
|
BCP Titan Margin
Aggregator LP
(“Margin
Aggregator”), as a
direct owner of
CommonStock;
|
(4)
|
Titan Margin
Investment GP LLC
(“Margin GP”), as
general partner of
MarginAggregator;
|
(5)
|
BCP Titan
Aggregator, L.P.
(“Aggregator”), in
its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Margin Aggregator
and Longhorn;
|
(6)
|
BCP Titan Sub
Aggregator, L.P.
(“Sub Aggregator”),
in its capacity as a
direct owner
ofCommon Stock and
indirect owner of
Common Stock through
Margin Aggregator
andLonghorn;
|
(7)
|
Titan
Co-Investment-AC,
L.P. (“Titan AC”),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(8)
|
Titan
Co-Investment-CN,
L.P. (“Titan CN”),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(9)
|
Titan
Co-Investment-DS,
L.P. (“Titan DS”),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(10)
|
Titan
Co-Investment-FN,
L.P. (“Titan FN” ),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(11)
|
Titan
Co-Investment-GLH,
L.P. (“Titan GLH”),
in its capacity as a
direct owner
ofCommon Stock and
indirect owner of
Common Stock through
Longhorn;
|
(12)
|
Titan
Co-Investment-HI,
L.P. (“Titan HI”),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(13)
|
Titan
Co-Investment-ICG,
L.P. (“Titan ICG”),
in its capacity as a
direct owner
ofCommon Stock and
indirect owner of
Common Stock through
Longhorn;
|
(14)
|
Titan
Co-Investment-LB,
L.P. (“Titan LB”),
in its capacity as a
direct owner of
CommonStock and
indirect owner of
Common Stock through
Longhorn;
|
(15)
|
Titan
Co-Investment-MCG,
L.P. (“Titan MCG”),
in its capacity as a
direct owner
ofCommon Stock and
indirect owner of
Common Stock through
Longhorn;
|
(16)
|
Titan
Co-Investment-MRS,
L.P. (“Titan MRS”),
in its capacity as a
direct owner
ofCommon Stock and
indirect owner of
Common Stock through
Longhorn;
|
(17)
|
Titan
Co-Investment-RBS,
L.P. (“Titan RBS”
and together with
Titan AC, Titan
CN,Titan DS, Titan
FN, Titan GLH, Titan
HI, Titan ICG, Titan
LB, Titan MCG and
TitanMRS, the “Titan
Vehicles”);
|
(18)
|
Titan
Co-Investment GP,
LLC (“Titan
Co-Invest”), in its
capacity as general
partner toeach of
the Titan Vehicles;
|
(19)
|
Brookfield
Private Equity Group
Holdings LP
(“BPEGH”), as a
limited partner of
TitanHoldings and
each of the Titan
Vehicles;
|
(20)
|
Brookfield Asset
Management Private
Institutional
Capital Adviser
(Canada),
L.P.(“BAMPIC”), in
its capacity as
indirect owner of
Longhorn, Aggregator
and Sub-Aggregator;
|
(21)
|
Brookfield Canada
Adviser, LP (“BCA”),
in its capacity as
limited partner of
BAMPIC;
|
(22)
|
Brookfield
Private Funds
Holdings Inc.
(“BPFH”), in is
capacity as limited
partner ofBCA;
|
(23)
|
Brookfield
Holdings Canada Inc.
(“BHC”), in its
capacity as indirect
shareholder of
BUSand indirect
owner of OGC (as
defined below);
|
(24)
|
Brookfield
Capital Partners
Ltd. (“BCPL”), in
its capacity as
indirect owner of
Longhorn,Aggregator
and Sub-Aggregator;
|
(25)
|
Brookfield
Private Equity
Direct Investments
Holdings LP (“BPE
DIH”), in its
capacity asthe
limited partner of
Titan Holdings;
|
(26)
|
Brookfield
Private Equity
Holdings LLC
(“BPEH”), in its
capacity as the
member ofTitan
Co-Invest;
|
(27)
|
Brookfield US
Inc. (“BUS”), in its
capacity as the
member of BPEH;
|
(28)
|
Brookfield
Private Equity Inc.
(“BPE”), in its
capacity as the
general partner of
BPE DIHand BPEGH;
|
(29)
|
Partners Limited
(“Partners”), in its
capacity as the
shareholder of BAM;
|
(30)
|
BAM, in its
capacity as the
shareholder of each
of BHC and BPE;
|
(31)
|
Oaktree-Forrest
Multi-Strategy, LLC
(Series B)
(“OAK-Forrest”) in
its capacity as
adirect owner of
Common Stock;
|
(32)
|
Oaktree Opps X
Holdco Ltd. (“OAK
Opps X Holdco”), in
its capacity as a
direct ownerof
Common Stock;
|
(33)
|
OCM Opportunities
Fund VII Delaware,
L.P. (“OCM Fund
VII”), in its
capacity as adirect
owner of Common
Stock;
|
(34)
|
OCM Opportunities
Fund VII Delaware
GP, Inc. (“OCM Fund
VII GP”), in its
capacity asthe
general partner of
OCM Fund VII;
|
(35)
|
OCM Opportunities
Fund VII L.P. (“OCM
Fund VII GP SH”), in
its capacity as the
soleshareholder of
OCM Fund VII GP;
|
(36)
|
OCM Opportunities
Fund VII GP, L.P.
(“OCM Opps Fund
GP”), in its
capacity as
thegeneral partner
of OCM Fund VII GP
SH;
|
(37)
|
OCM Opportunities
Fund VII GP Ltd.
(“OCM Opps Fund GP
Ltd.”), in its
capacity as
thegeneral partner
of OCM Opps Fund GP;
|
(38)
|
Oaktree Opps
VIIIb Holdco Ltd.
(“OAK Opps VIIIb
Holdco”), in its
capacity as a
directowner of
Common Stock;
|
(39)
|
Oaktree
Huntington
Investment Fund,
L.P. (“OAK HIF”), in
its capacity as a
directowner of
Common Stock;
|
(40)
|
Oaktree
Huntington
Investment Fund GP,
L.P. (“OAK HIF GP”),
in its capacity
asgeneral partner of
OAK HIF;
|
(41)
|
Oaktree Huntington
Investment Fund GP
Ltd. (“OAK HIF GP
Ltd.”), in its
capacity asgeneral
partner of OAK HIF GP;
|
(42)
|
Oaktree
Opportunities Fund
VIII (Parallel 2),
L.P. (“OAK VIII
Parallel 2”), in
itscapacity as a
direct owner of Common
Stock;
|
(43)
|
Oaktree
Opportunities Fund
VIII GP, L.P. (“OAK
VIII GP”), in its
capacity as
generalpartner of OAK
VIII Parallel 2;
|
(44)
|
Oaktree
Opportunities Fund
VIII GP Ltd. (“OAK
VIII GP Ltd.”), in its
capacity asgeneral
partner of OAK VIII
GP;
|
(45)
|
Opps DGY Holdings,
L.P. (“OAK DGY
Holdings”), in its
capacity as a direct
owner ofCommon Stock;
|
(46)
|
Oaktree
Opportunities Fund X
GP, L.P. (“OAK DGY
Holdings GP”), in its
capacity asgeneral
partner of OAK DGY
Holdings;
|
(47)
|
Oaktree
Opportunities Fund X
GP Ltd. (“OAK DGY
Holdings GP Ltd.”), in
its capacityas general
partner of OAK DGY
Holdings GP.
|
(48)
|
Oaktree FF
Investment Fund, L.P.
- Class B (“OCM FB”),
in its capacity as a
directowner of Common
Stock;
|
(49)
|
Oaktree FF
Investment Fund GP,
L.P. (“OCM FB GP”), in
its capacity as the
generalpartner of OCM
FB;
|
(50)
|
Oaktree FF
Investment Fund GP
Ltd. (“OCM FG GP
Ltd.”), in its
capacity as the
generalpartner of OCM
FB GP;
|
(51)
|
Oaktree FF
Investment Fund Class
F Holdings, L.P. (“OCM
FF”), in its capacity
as adirect owner of
Common Stock;
|
(52)
|
Oaktree FF
Investment Fund Class
F Holdings GP, L.P.
(“OCM FF GP”), in its
capacity asthe general
partner of OAK FF;
|
(53)
|
Oaktree FF
Investment Fund Class
F Holdings GP Ltd.
(“OCM FF GP Ltd.”), in
itscapacity as the
general partner of OAK
FF GP;
|
(54)
|
Oaktree Value
Opportunities Fund
Holdings, L.P. (“OAK
VOF Holdings”) in its
capacityas a direct
owner of Common Stock;
|
(55)
|
Oaktree Value
Opportunities Fund GP,
L.P. (“OAK VOF GP”),
in its capacity as
generalpartner of OAK
VOF Holdings;
|
(56)
|
Oaktree Value
Opportunities Fund GP
Ltd., in its capacity
as the general partner
of OAKVOF GP;
|
(57)
|
Oaktree
Opportunities Fund X
Holdings (Delaware),
L.P. (“OAK Fund X”),
in itscapacity as a
direct owner of Common
Stock;
|
(58)
|
Oaktree
Opportunities Fund Xb
Holdings (Delaware)
(“OAK Opps Xb”), in
its capacityas a
direct owner of Common
Stock;
|
(59)
|
Oaktree
Opportunities Fund
VIII Delaware, L.P.
(“OAK Fund VIII”), in
its capacity as
adirect owner of
Common Stock;
|
(60)
|
Oaktree
Opportunities Fund
VIIIb Delaware, L.P.
(“OAK Fund VIIIb”), in
its capacity asa direct
owner of Common Stock;
|
(61)
|
OCM Opportunities
Fund VIIb Delaware,
L.P. (“OCM Opps
VIIb”), in its
capacity as adirect
owner of Common Stock;
|
(62)
|
Oaktree Fund GP,
LLC (“OAK GP”), in its
capacity as general
partner of OAK Fund
X,OAK Opps Xb, OAK
Fund VIII, OAK Fund
VIIIb and OCM Opps
VIIb;
|
(63)
|
Oaktree Fund GP I,
L.P. (“OAK GP I”), in
its capacity as
managing member of OAK
GP;
|
(64)
|
Oaktree Capital I,
L.P. (“OAK Capital”),
in its capacity as
general partner of OAK
GP I;
|
(65)
|
OCM Holdings I,
LLC (“OCM I”), in
its capacity as
general partner of
OAK Capital;
|
(66)
|
OCM Holdings,
LLC (“OCM
Holdings”), in its
capacity as
managing member of
OCM I;
|
(67)
|
Oaktree Capital
Group, LLC
(“OCG”), in its
capacity as
managing member of
OCMHoldings;
|
(68)
|
Oaktree Capital
Management, L.P.
(“OCM”), in its
capacity as
director of OCM FF
GPLtd., OCM FB GP
Ltd., OCM HIF GP
Ltd., OAK VIII GP
Ltd., OAK Opps X
Holdco,OCM Opps
VII GP Ltd., OAK
Opps X Holdco, OAK
Opps VIIIb Holdco
and OAK VOFGP Ltd.
and as duly
appointed manager
of OAK-Forrest;
|
(69)
|
Oaktree Capital
Management GP LLC
(“OCM GP”), in its
capacity as
general partner
ofOCM; and
|
(70)
|
Atlas OCM
Holdings LLC
(“Atlas OCM”), in
its capacity as
managing member of
OCMGP;
|
(71)
|
Oaktree Capital
Group Holdings GP,
LLC (“OCGH”), in
its capacity as
the indirectowner
of the class B
units of each of
OCG and Atlas OCM.
|
Item 3.
|
Not
applicable.
|
Item 4.
|
Ownership
|
(a)(b)(c)
|
Amount
beneficially
owned:
|
Investment
Vehicle
|
Sole Voting
and
Dispositive
Power
|
Shared
Voting and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage
of
Outstanding
Shares
|
|||||
Titan
Aggregator
|
96,960
|
4,608,296.10
|
4,705,256.10
|
0.96%
|
|||||
Titan
Sub-Aggregator
|
200,264
|
5,271,964.75
|
5,472,228.75
|
1.12%
|
|||||
Titan Margin
|
9,001,495
|
0
|
9,001,495
|
1.84%
|
|||||
Titan Holdings
|
5,853,026
|
772,128
|
6,625,154
|
1.36%
|
|||||
Titan AC
|
442,466
|
130,445
|
572,911
|
0.12%
|
|||||
Titan CN
|
1,141
|
0
|
1,141
|
Less than 0.01%
|
|||||
Titan DS
|
139,838
|
1,929
|
141,767
|
0.03%
|
|||||
Titan FN
|
223,384
|
35,374
|
258,758
|
0.05%
|
|||||
Titan GLH
|
790
|
0
|
790
|
Less than 0.01%
|
|||||
Titan HI
|
676,360
|
74,744
|
751,104
|
0.15%
|
|||||
Titan ICG
|
563,838
|
105,183
|
669,021
|
0.14%
|
|||||
Titan LB
|
279,675
|
3,858
|
283,533
|
0.06%
|
|||||
Titan MCG
|
1,291
|
0
|
1,291
|
Less than 0.01%
|
|||||
Titan MRS
|
4,035
|
0
|
4,035
|
Less than 0.01%
|
|||||
Titan RBS
|
1,280
|
0
|
1,280
|
Less than 0.01%
|
|||||
Longhorn
|
0
|
1,803,063
|
1,803,063
|
0.37%
|
Investment
Vehicle
|
Sole
Voting
and
Dispositive
Power
|
Shared
Voting
and
Dispositive
Power
|
Aggregate
Beneficial
Ownership
|
Percentage
of
Outstanding
Shares
|
|||||
OAK-Forrest
|
692
|
0
|
692
|
Less than
0.01%
|
|||||
OAK Opps X
Holdco
|
19,553
|
0
|
19,553
|
Less than
0.01%
|
|||||
OAK Fund X
|
6,912,379
|
0
|
6,912,379
|
1.41%
|
|||||
OAK Opps Xb
|
1,132,519
|
0
|
1,132,519
|
0.23%
|
|||||
OCM Fund VII
|
244
|
0
|
244
|
Less than
0.01%
|
|||||
OCM Opps VIIb
|
4,383
|
0
|
4,383
|
Less than
0.01%
|
|||||
OAK Fund VIII
|
1,909
|
0
|
1,909
|
Less than
0.01%
|
|||||
OAK Fund
VIIIb
|
6,908,673
|
0
|
6,908,673
|
1.41%
|
|||||
OAK Opps
VIIIb Holdco
|
818,216
|
0
|
818,216
|
0.17%
|
|||||
OAK HIF
|
454
|
0
|
454
|
Less than
0.01%
|
|||||
OAK VIII
Parallel 2
|
60
|
0
|
60
|
Less than
0.01%
|
|||||
OAK DGY
|
13,103,689
|
0
|
13,103,689
|
2.68%
|
|||||
OCM FB
|
154
|
0
|
154
|
Less than
0.01%
|
|||||
OCM FF
|
333,557
|
0
|
333,557
|
0.07%
|
|||||
OAK VOF
Holdings
|
1,041,573
|
0
|
1,041,573
|
0.21%
|
Item 5. |
Ownership
of Five
Percent or
Less of a
Class
|
Item 6. |
Ownership
of More than
Five Percent
on Behalf of
Another Person
|
Item 7. |
Identification
and
Classification
of the
Subsidiary
Which Acquired
the
SecurityBeingReported
on by the
Parent Holding
Company or
Control Person
|
Item 8. |
Identification
and
Classification
of Members of
the Group
|
Item 9. |
Notice
of Dissolution
of Group
|
Item 10. |
Certifications
|
BROOKFIELD
ASSET
MANAGEMENT,
INC.
|
|
By:
|
/s/ Jessica Diab |
Name:
Jessica Diab
|
|
Title:
Vice President
– Legal &
Regulatory
|
BROOKFIELD
CANADA
ADVISER, LP
|
|
By:
Brookfield
Private Funds
Holdings Inc.,
its general
partner:
|
By:
|
/s/ Karly Dyck |
Name:
Karly Dyck
|
|
Title:
Senior Vice
President
|
BROOKFIELD
ASSET MANAGEMENT
PRIVATE
INSTITUTIONAL
CAPITAL ADVISER
(CANADA), L.P.
|
|
By: Brookfield
Private Funds
Holdings, Inc.,
its general
partner:
|
By:
|
/s/ Karly Dyck |
Name: Karly
Dyck
|
|
Title: Senior
Vice President
|
PARTNERS
LIMITED
|
By:
|
/s/ Brian Lawson |
Name: Brian
Lawson
|
|
Title:
President
|
BROOKFIELD
PRIVATE EQUITY
HOLDINGS LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT
GP, LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BROOKFIELD
TITAN HOLDINGS
LP
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BCP TITAN
MARGIN
AGGREGATOR, L.P.
|
|
By: Titan
Margin
Investment GP
LLC, its general
partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
MARGIN
INVESTMENT GP
LLC
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-AC,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-CN,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-DS,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-FN,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-GLH,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-HI,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-ICG,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-LB,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-MCG,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-MRS,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
TITAN
CO-INVESTMENT-RBS,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BCP TITAN
AGGREGATOR, L.P. |
|
By: Titan Co-Investment GP, LLC, its general partner: |
By:
|
/s/ Luke
Ricci |
Name:
Luke Ricci |
|
Title: Director, Legal |
BCP TITAN
SUB AGGREGATOR,
L.P.
|
|
By: Titan
Co-Investment
GP, LLC, its
general partner:
|
By:
|
/s/ Luke Ricci |
Name: Luke
Ricci
|
|
Title:
Director, Legal
|
BROOKFIELD
US INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy
Sarpash
|
|
Title:
Secretary
|
BROOKFIELD
PRIVATE FUNDS
HOLDINGS INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy
Sarpash
|
|
Title: Senior
Vice President
|
BROOKFIELD
HOLDINGS CANADA
INC.
|
By:
|
/s/ Kathy Sarpash |
Name: Kathy
Sarpash
|
|
Title:
Vice-President
and Secretary
|
BROOKFIELD
PRIVATE EQUITY
INC.
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Director
|
BROOKFIELD
PRIVATE EQUITY
DIRECT
INVESTMENTS
HOLDINGS LP
|
|
By:
Brookfield
Private Equity
Inc., its
general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Director
|
BROOKFIELD
CAPITAL PARTNERS
LTD.
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Director
|
ROOKFIELD
PRIVATE EQUITY
GROUP HOLDINGS
LP
|
|
By:
Brookfield
Private Equity
Inc., its
general partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Director
|
LONGHORN
CAPITAL GS LP
|
|
By: Longhorn
Capital Ltd.,
its general
partner:
|
By:
|
/s/ A.J. Silber |
Name: A.J.
Silber
|
|
Title:
Authorized
Signatory
|
OAKTREE
CAPITAL
MANAGEMENT, LP
|
By:
|
/s/ Jordan Mikes |
Name: Jordan
Mikes
|
|
Title: Senior
Vice President
|
OAKTREE
FF INVESTMENT
FUND CLASS F
HOLDINGS, L.P.
|
|
By: Oaktree
FF Investment
Fund GP, Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, LP
|
|
Its: Director
|
By:
|
/s/ Jordan Mikes |
Name: Jordan
Mikes
|
|
Title: Senior
Vice President
|
OAKTREE
FF INVESTMENT
FUND GP, LTD.
|
|
By: Oaktree
Capital
Management, LP
|
|
Its: Director
|
By:
|
/s/ Jordan Mikes |
Name: Jordan
Mikes
|
|
Title: Senior
Vice President
|
OAKTREE
FF INVESTMENT
FUND, L.P. -
CLASS B
|
|
By: Oaktree
FF Investment
Fund GP, L.P.
|
|
Its: General
Partner
|
|
By: Oaktree
FF Investment
Fund GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Jordan Mikes |
Name: Jordan
Mikes
|
|
Title: Senior
Vice President
|
OAKTREE
FF INVESTMENT
FUND GP, L.P.
|
|
By: Oaktree
FF Investment
Fund GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
FF INVESTMENT
FUND GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
HUNTINGTON
INVESTMENT FUND,
L.P.
|
|
By: Oaktree
Huntington
Investment Fund
GP, L.P.
|
|
Its: General
Partner
|
|
By: Oaktree
Huntington
Investment Fund
GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
HUNTINGTON
INVESTMENT FUND
GP, L.P.
|
|
By: Oaktree
Huntington
Investment Fund
GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
HUNTINGTON
INVESTMENT FUND
GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND VIII
(PARALLEL 2),
L.P.
|
|
By: Oaktree
Opportunities
Fund VIII GP,
L.P.
|
|
Its: General
Partner
|
|
By: Oaktree
Opportunities
Fund VIII GP
Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND VIII GP,
L.P.
|
|
By: Oaktree
Opportunities
Fund VIII GP
Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND VIII GP
LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPS VIIIB
HOLDCO LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPS X HOLDCO
LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
VALUE
OPPORTUNITIES
FUND HOLDINGS,
L.P.
|
|
By: Oaktree
Value
Opportunities
Fund GP, L.P.
|
|
Its: General
Partner
|
|
By: Oaktree
Value
Opportunities
Fund GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
VALUE
OPPORTUNITIES
FUND GP, L.P.
|
|
By: Oaktree
Value
Opportunities
Fund GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
VALUE
OPPORTUNITIES
FUND GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OCM
OPPORTUNITIES
FUND VII
DELAWARE, L.P.
|
|
By: OCM
Opportunities
Fund VII
Delaware GP,
Inc.
|
|
Its: General
Partner
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OCM
OPPORTUNITIES
FUND VII
DELAWARE GP,
INC.
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE-FORREST
MULTI-STRATEGY,
LLC (SERIES B)
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Manager
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OPPS DGY
HOLDINGS, L.P.
|
|
By: Oaktree
Opportunities
Fund IX GP, L.P.
|
|
Its: General
Partner
|
|
By: Oaktree
Opportunities
Fund IX GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND IX GP, L.P.
|
|
By: Oaktree
Opportunities
Fund IX GP Ltd.
|
|
Its: General
Partner
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND IX GP LTD.
|
|
By: Oaktree
Capital
Management, L.P.
|
|
Its: Director
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
OPPORTUNITIES
FUND VIII
DELAWARE, L.P.
|
|
By: Oaktree
Fund GP, LLC
|
|
Its: General
Partner
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
FUND GP, LLC
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
FUND GP I, L.P.
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
OPPORTUNITIES
FUND VIIIB
DELAWARE, L.P.
|
|
By: Oaktree
Fund GP, LLC
|
|
Its: General
Partner
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
OPPORTUNITIES
FUND X HOLDINGS
(DELAWARE), L.P.
|
|
By: Oaktree
Fund GP, LLC
|
|
Its: General
Partner
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
OPPORTUNITIES
FUND XB HOLDINGS
(DELAWARE), L.P.
|
|
By: Oaktree
Fund GP, LLC
|
|
Its: General
Partner
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OCM
OPPORTUNITIES
FUND VIIB
DELAWARE, L.P.
|
|
By: Oaktree
Fund GP, LLC
|
|
Its: General
Partner
|
|
By: Oaktree
Fund GP I, L.P.
|
|
Its:
Managing Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title:
Authorized
Signatory
|
OAKTREE
CAPITAL
MANAGEMENT GP,
LLC
|
|
By: Atlas
OCM Holdings,
LLC.
|
|
Its:
Managing Member
|
|
By: Oaktree
New Holdings,
LLC
|
|
Its: Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
ATLAS OCM
HOLDINGS, LLC
|
|
By: Oaktree
New Holdings,
LLC
|
|
Its: Member
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
OAKTREE
CAPITAL GROUP
HOLDINGS GP, LLC
|
By:
|
/s/ Henry Orren |
Name: Henry
Orren
|
|
Title: Vice
President
|
Exhibit
No.
|
|
2 |
Joint Filing
Agreement, dated
October , 2020
|
Dated: October 9, 2020
|
|||
BROOKFIELD ASSET MANAGEMENT, INC.
|
|||
By:
|
/s/ Jessica Diab | ||
Name: Jessica Diab
|
|||
Title: Vice President – Legal & Regulatory
|
|||
BROOKFIELD CANADA ADVISER, LP
|
|||
By: Brookfield Private Funds Holdings Inc., its general partner:
|
|||
By:
|
/s/ Karly Dyck | ||
Name: Karly Dyck
|
|||
Title: Senior Vice President
|
|||
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CANADA), L.P.
|
|||
By: Brookfield Private Funds Holdings, Inc., its general partner:
|
|||
By:
|
/s/ Karly Dyck | ||
Name: Karly Dyck
|
|||
Title: Senior Vice President
|
PARTNERS LIMITED
|
|||
By:
|
/s/ Brian Lawson | ||
Name: Brian Lawson
|
|||
Title: President
|
|||
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT GP, LLC
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
BROOKFIELD TITAN HOLDINGS LP
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
BCP TITAN MARGIN AGGREGATOR, L.P.
|
|||
By: Titan Margin Investment GP LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN MARGIN INVESTMENT GP LLC
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
|
TITAN CO-INVESTMENT-AC, L.P
|
||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-CN, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
TITAN CO-INVESTMENT-DS, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-FN, L.P.
|
|||
:
|
By: Titan Co-Investment GP, LLC, its general partner
|
||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-GLH, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-HI, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
.
|
TITAN CO-INVESTMENT-ICG, L.P
|
||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-LB, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
.
|
TITAN CO-INVESTMENT-MCG, L.P
|
||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
TITAN CO-INVESTMENT-RBS, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
TITAN CO-INVESTMENT-MRS, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
BCP TITAN AGGREGATOR, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
BCP TITAN SUB AGGREGATOR, L.P.
|
|||
By: Titan Co-Investment GP, LLC, its general partner:
|
|||
By:
|
/s/ Luke Ricci | ||
Name: Luke Ricci
|
|||
Title: Director, Legal
|
|||
BROOKFIELD US INC.
|
|||
By:
|
/s/ Kathy Sarpash | ||
Name: Kathy Sarpash
|
|||
Title: Secretary
|
BROOKFIELD HOLDINGS CANADA INC.
|
|||
By:
|
/s/ Kathy Sarpash | ||
Name: Kathy Sarpash
|
|||
Title: Vice-President and Secretary
|
|||
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
|||
By:
|
/s/ Kathy Sarpash | ||
Name: Kathy Sarpash
|
|||
Title: Senior Vice President
|
|||
BROOKFIELD PRIVATE EQUITY INC.
|
|||
By:
|
/s/ A.J. Silber | ||
Name: A.J. Silber
|
|||
Title: Director
|
|||
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
|
|||
By: Brookfield Private Equity Inc., its general partner:
|
|||
By:
|
/s/ A.J. Silber | ||
Name: A.J. Silber
|
|||
Title: Director
|
BROOKFIELD CAPITAL PARTNERS LTD.
|
|||
By:
|
/s/ A.J. Silber | ||
Name: A.J. Silber
|
|||
Title: Director
|
|||
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
|
|||
By: Brookfield Private Equity Inc., its general partner:
|
|||
By:
|
/s/ A.J. Silber | ||
Name: A.J. Silber
|
|||
Title: Director
|
|||
LONGHORN CAPITAL GS LP
|
|||
:
|
By: Longhorn Capital Ltd., its general partner
|
||
By:
|
/s/ A.J. Silber | ||
Name: A.J. Silber
|
|||
Title: Authorized Signatory
|
|||
OAKTREE CAPITAL MANAGEMENT, LP
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE FF INVESTMENT FUND CLASS F HOLDINGS, L.P.
|
|||
By: Oaktree FF Investment Fund GP, Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, LP
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE FF INVESTMENT FUND GP, LTD.
|
|||
By: Oaktree Capital Management, LP
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE FF INVESTMENT FUND, L.P. - CLASS B
|
|||
By: Oaktree FF Investment Fund GP, L.P.
|
|||
Its: General Partner
|
|||
By: Oaktree FF Investment Fund GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE FF INVESTMENT FUND GP, L.P.
|
|||
.
|
By: Oaktree FF Investment Fund GP Ltd
|
||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE FF INVESTMENT FUND GP LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE HUNTINGTON INVESTMENT FUND, L.P.
|
|||
By: Oaktree Huntington Investment Fund GP, L.P.
|
|||
Its: General Partner
|
|||
By: Oaktree Huntington Investment Fund GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE HUNTINGTON INVESTMENT FUND GP, L.P.
|
|||
By: Oaktree Huntington Investment Fund GP Ltd.
|
|||
Its: General Partner
|
|||
.
|
By: Oaktree Capital Management, L.P
|
||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE HUNTINGTON INVESTMENT FUND GP LTD.
|
|||
By:1Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPORTUNITIES FUND VIII (PARALLEL 2), L.P.
|
|||
By: Oaktree Opportunities Fund VIII GP, L.P.
|
|||
Its: General Partner
|
|||
By: Oaktree Opportunities Fund VIII GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
|
|||
By: Oaktree Opportunities Fund VIII GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPS VIIIB HOLDCO LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPS X HOLDCO LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
|
|||
By: Oaktree Value Opportunities Fund GP, L.P.
|
|||
Its: General Partner
|
|||
By:Oaktree Value Opportunities Fund GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
.
|
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P
|
||
By: Oaktree Value Opportunities Fund GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
.
|
OCM OPPORTUNITIES FUND VII DELAWARE, L.P
|
||
.
|
By: OCM Opportunities Fund VII Delaware GP, Inc
|
||
Its: General Partner
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OCM OPPORTUNITIES FUND VII DELAWARE GP, INC.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OAKTREE-FORREST MULTI-STRATEGY, LLC (SERIES B)
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Manager
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OPPS DGY HOLDINGS, L.P.
|
|||
By: Oaktree Opportunities Fund IX GP, L.P.
|
|||
Its: General Partner
|
|||
By: Oaktree Opportunities Fund IX GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
OAKTREE OPPORTUNITIES FUND IX GP, L.P.
|
|||
By: Oaktree Opportunities Fund IX GP Ltd.
|
|||
Its: General Partner
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPORTUNITIES FUND IX GP LTD.
|
|||
By: Oaktree Capital Management, L.P.
|
|||
Its: Director
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE OPPORTUNITIES FUND VIII DELAWARE, L.P.
|
|||
By: Oaktree Fund GP, LLC
|
|||
Its: General Partner
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OAKTREE FUND GP, LLC
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
OAKTREE FUND GP I, L.P.
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.
|
|||
By: Oaktree Fund GP, LLC
|
|||
Its: General Partner
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.
|
|||
By: Oaktree Fund GP, LLC
|
|||
Its: General Partner
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
OAKTREE OPPORTUNITIES FUND XB HOLDINGS (DELAWARE), L.P.
|
|||
By: Oaktree Fund GP, LLC
|
|||
Its: General Partner
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OCM OPPORTUNITIES FUND VIIB DELAWARE, L.P.
|
|||
By: Oaktree Fund GP, LLC
|
|||
Its: General Partner
|
|||
By: Oaktree Fund GP I, L.P.
|
|||
Its: Managing Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Authorized Signatory
|
|||
OAKTREE CAPITAL MANAGEMENT GP, LLC
|
|||
.
|
By: Atlas OCM Holdings, LLC
|
||
Its: Managing Member
|
|||
By: Oaktree New Holdings, LLC
|
|||
Its: Member
|
|||
By:
|
/s/ Jordan Mikes | ||
Name: Jordan Mikes
|
|||
Title: Senior Vice President
|
ATLAS OCM HOLDINGS, LLC
|
|||
By: Oaktree New Holdings, LLC
|
|||
Its: Member
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|
|||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|||
By:
|
/s/ Henry Orren | ||
Name: Henry Orren
|
|||
Title: Vice President
|