CUSIP No. 11778X 104
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1
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NAMES OF REPORTING PERSONS
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Flint A. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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Not applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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18,193,618
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8
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SHARED VOTING POWER
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7,839,464
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9
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SOLE DISPOSITIVE POWER
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18,193,618
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10
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SHARED DISPOSITIVE POWER
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7,839,464
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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26,033,082
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.3%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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This Schedule 13D is filed by Flint A. Lane (“Mr. Lane”) and Flint Lane 2009 Grantor Retained Annuity Trust (the “2009 Trust”, and together with
Mr. Lane, the “Reporting Persons”). Certain members of Mr. Lane’s immediate family are both the trustee and beneficiaries of the 2009 Trust. Accordingly, the shares owned by the 2009 Trust are included herein. However, Mr. Lane disclaims
beneficial ownership of the shares held by the 2009 Trust.
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(2)
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Represents the percentage ownership based on (i) 138,724,644 shares of class 1 common stock of the Issuer outstanding as of January 12, 2021, as
reported in the Current Report on Form 8-K filed on January 14, 2021, (ii) 648,735 options that are exercisable within 60 days of January 12, 2021, (iii) 2,561,320 shares of class 1 common stock of the Issuer that are issuable to Mr.
Lane pursuant to certain earnout rights received in the business combination described in this Schedule 13D, and (iv) 4,930 shares of class 1 common stock of the Issuer underlying restricted stock units that are issuable to Mr. Lane
pursuant to certain earnout rights received in the business combination described in this Schedule 13D.
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1
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NAMES OF REPORTING PERSONS
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Flint Lane 2009 Grantor Retained Annuity Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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Not applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Jersey, United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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7,839,464
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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7,839,464
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,839,464
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6% (2) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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This Schedule 13D is filed by Flint A. Lane (“Mr. Lane”) and Flint Lane 2009 Grantor Retained Annuity Trust (the “2009 Trust”, and together with
Mr. Lane, the “Reporting Persons”). Certain members of Mr. Lane’s immediate family are both the trustee and beneficiaries of the 2009 Trust. Accordingly, the shares owned by the 2009 Trust are included herein. However, Mr. Lane disclaims
beneficial ownership of the shares held by the 2009 Trust.
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(2)
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Represents the percentage ownership based on (i) 138,724,644 shares of class 1 common stock of the Issuer outstanding as of January 12, 2021, as
reported in the Current Report on Form 8-K filed on January 14, 2021 and (ii) 771,448 shares of class 1 common stock of the Issuer that are issuable to
Mr. Lane pursuant to certain earnout rights received in the business combination described in this Schedule 13D.
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6.
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Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer.
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Item 7. |
Material To Be Filed As Exhibits.
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Joint Filing Agreement
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B.
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Lock-up Agreement (incorporated by reference from Exhibit 4.5 to the Issuer’s Current Report on Form 8-K filed on January 14, 2021)
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Date: February 26, 2021
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By:
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/s/ Flint A. Lane
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Flint A. Lane
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BY:
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Kathryn E. Lane
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ITS:
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Sole Trustee
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By:
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/s/ Kathryn E. Lane
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Dated:
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February 26, 2021
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By:
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/s/ Flint A. Lane
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Flint A. Lane
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BY:
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Kathryn E. Lane
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ITS:
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Sole Trustee
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By:
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/s/ Kathryn E. Lane
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