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Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2023
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Jun. 30, 2023
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Andrew Rubenstein [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On May 18, 2023, Andrew Rubenstein, our Chief Executive Officer and President, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of our Class A-1 common stock.
The Rule 10b5-1 Plan was entered into during an open trading window in accordance with our insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Rubenstein’s Rule 10b5-1 Plan provides for the potential sale of up to 750,000 shares of our Class A-1 common stock, so long as the market price of our Class A-1 common stock is higher than certain minimum threshold prices specified in the Rule 10b5-1 Plan between August 16, 2023 and April 1, 2024.
The Rule 10b5-1 Plan included a representation from Mr. Rubenstein to the broker administering the plan that he was not in possession of any material nonpublic information regarding us or our securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to us in a certification Mr. Rubenstein provided to us in connection with the adoption of the Rule 10b5-1 Plan under our insider trading policy. Those representations were made as of the date of adoption of the Rule 10b5-1 Plan or the certification, as applicable, and speak only as of those dates. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or us after the applicable date of the representation.
Once executed, transactions under the Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Rubenstein or our other officers or directors.
Name Andrew Rubenstein  
Title Chief Executive Officer and President  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date May 18, 2023  
Aggregate Available 750,000 750,000