Fiserv, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
337738108
|
(CUSIP Number)
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
August 4, 2021
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
New Omaha Holdings L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
New Omaha Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR 2006 Fund L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates 2006 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR 2006 GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Partnership L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
62,300,667
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 337738108
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
62,300,667
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(i) |
New Omaha Holdings L.P., a Delaware limited partnership;
|
(ii) |
New Omaha Holdings LLC, a Delaware limited liability company;
|
(iii) |
KKR 2006 Fund L.P., a Delaware limited partnership;
|
(iv) |
KKR Associates 2006 L.P., a Delaware limited partnership;
|
(v) |
KKR 2006 GP LLC, a Delaware limited liability company;
|
(vi) |
KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;
|
(vii) |
KKR Group Holdings Corp., a Delaware corporation;
|
(viii) |
KKR & Co. Inc., a Delaware corporation;
|
(ix) |
KKR Management LLP, a Delaware limited liability partnership;
|
(x) |
Henry R. Kravis, a United States citizen; and
|
(xi) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xi) are collectively referred to herein as the “Reporting Persons”).
|
Item 2. |
Identity and Background.
|
Item 4. |
Purpose of Transaction.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits.
|
Exhibit
No.
|
Description
|
|
Power of Attorney
|
||
L |
Rule 10b5-1 Plan.
|
Dated: August 6, 2021
|
NEW OMAHA HOLDINGS L.P.
|
||
By:
|
New Omaha Holdings LLC, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for Scott C. Nuttall, President
|
NEW OMAHA HOLDINGS LLC
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for Scott C. Nuttall, President
|
KKR 2006 FUND L.P.
|
|||
By:
|
KKR Associates 2006 L.P., its general partner
|
||
By:
|
KKR 2006 GP LLC, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR ASSOCIATES 2006 L.P.
|
|||
By:
|
KKR 2006 GP LLC, its general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR 2006 GP LLC
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR GROUP PARTNERSHIP L.P.
|
|||
By:
|
KKR Group Holdings Corp., general partner
|
||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR GROUP HOLDINGS CORP.
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR & CO. INC.
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR MANAGEMENT LLP
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
HENRY R. KRAVIS
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact
|
GEORGE R. ROBERTS
|
|||
By:
|
/s/ Terence P. Gallagher
|
||
Name:
|
Terence P. Gallagher
|
||
Title:
|
Attorney-in-fact
|
Name
|
Principal Occupation
|
Henry R. Kravis
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Adriane Brown
|
Managing Partner of Flying Fish Partners
|
Mary N. Dillon
|
Chief Executive Officer of Ulta Beauty, Inc.
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
Arturo Gutierrez
|
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
Dane Holmes
|
Chief Executive Officer and Co-Founder of Eskalera Inc.
|
Xavier Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
Robert W. Scully
|
Retired, Former Member, Office of the Chairman of Morgan Stanley
|
/s/ Scott Nuttall
|
|
Name: Scott Nuttall
|
|
Date: May 13, 2021
|
A) |
Sales Program
|
1) |
The Plan relates to the number of shares of Stock owned by the Seller specified in greater detail on Schedule A-1. The Plan will not include any options to purchase Stock or Stock subject to vesting conditions.
|
2) |
The Seller hereby appoints CGMI as the Seller’s agent and attorney-in-fact to effect sales under this Plan. CGMI will use its reasonable best efforts to effect sales of Stock on behalf of Seller in accordance with the specific instructions
set forth on Schedule A-1 attached hereto and the other provisions of this Plan as set forth below.
|
3) |
The Seller agrees to pay CGMI a commission as specified on Schedule A-1.
|
4) |
The sale prices and number of shares of Stock to be sold will be adjusted following such time as the Seller notifies CGMI promptly of a Stock split, Stock dividend or other like distributions affecting the Stock (“Recapitalization”), which
shall be made by providing a new schedule reflecting the adjustment in shares and prices after the recapitalization
|
5) |
(Check the applicable box or boxes)
|
☑ |
The Seller is or may be deemed a Rule 144 “Affiliate” of the Issuer.
|
☐ |
The Seller is subject to the requirements of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”).
|
☐ |
Neither of the above is applicable.
|
6) |
No later than two business days after a sale of Stock is made under the Plan, the Seller agrees to deposit (or make arrangements with the Issuer or its transfer agent to deposit) into an account at CGMI the number of shares of Stock to be
sold on any particular day on the Seller’s behalf (including shares that have been issued as a result of Recapitalization). CGMI will not be responsible for the calculation or payment of any taxes owed by the Seller with respect to sales of
Stock made pursuant to the Plan.
|
7) |
For purposes of this Plan, a “business day” means any day on which the New York Stock Exchange is open for business.
|
8) |
It is the intent of the parties that this Plan comply with the requirements of Rule 10b5-1(c) under the Exchange Act and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).
|
B) |
Modification, Suspension and Termination
|
1) |
Modification: This Plan may be modified by the Seller only if: (a) CGMI
approves the modification in writing, and (b) the Seller represents in writing on the date of such modification that it is not aware of any material non-public information regarding the Issuer or any of its securities (including the Stock)
and the modification is being made in good faith and not as part of a scheme to evade Rule 10b5-1.
|
2) |
Suspension Events: The Seller acknowledges that it may not be possible to sell
Stock during the term of this Plan (“Term”) due to: (a) a legal or contractual restriction applicable to the Seller and/or to CGMI, (b) a market disruption (including without limitation a halt or suspension of trading in the Stock imposed
by a court, governmental agency or self-regulatory organization), (c) rules governing order execution priority on Nasdaq, or (d) a sale effected pursuant to this Plan that fails to comply (or in the reasonable opinion of CGMI’s counsel is
likely not to comply) with Rule 144 under the Securities Act of 1933 (the “1933 Act”). In the event the Seller intends to suspend this Plan pursuant to clause (a), the Seller will notify CGMI in writing of its intention and the beginning
date and the ending date of the suspension or temporary withdrawal period. To the extent feasible, the notice shall be provided to CGMI no less than two (2) business days prior to the intended commencement date, and CGMI shall attempt to
suspend or resume the Plan on the date intended, however, such suspension or resumption shall occur no later than (2) business days following receipt of such notice. CGMI shall promptly notify Seller of any other suspension of this Plan
pursuant to this paragraph.
|
3) |
Termination Events: This Plan will terminate on whichever of the following
events occurs first: (a) the date specified in Schedule A-1 on which all sales under this Plan will cease, (b) the Seller fails to comply in any material respect with applicable law and/or its obligations under this Plan, (c) as soon as
reasonably practicable, but in no event later than two (2) business days, after the date on which CGMI receives written notice that the Seller has terminated this Plan (which may be for any reason), (d) as reasonably practicable after CGMI
notifies the Seller in writing that CGMI has terminated this Plan (as may be reasonably determined by CGMI in good faith) and (e) as reasonably practicable, but in no event more than two (2) business days after the date on which CGMI
receives notice that the Seller has filed a petition for bankruptcy or the adjustment of the Seller’s debts, or petition for bankruptcy has been filed against the Seller and has not been dismissed within thirty (30) calendar days of its
filing.
|
C) |
Seller Representations
|
1) |
as of the Adoption Date, the Seller is not aware of any material nonpublic information with respect to the Issuer or any of its securities (including the Stock);
|
2) |
it is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent CGMI from conducting sales throughout the Term in accordance with Schedule A-1 and Seller agrees to notify CGMI if such becomes the
case after the Adoption Date during the Term of this Plan;
|
3) |
it is entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;
|
4) |
the Stock subject to this Plan is not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rule 144, if the Seller is subject to this rule), nor is there
|
5) |
Seller has not entered into, and while this Plan is in effect, it will not enter into or alter, a corresponding or hedging transaction or position with respect to the Stock; and
|
6) |
after the execution of this Plan, Seller shall not attempt to exercise any authority, influence or control over any sales of Stock effected by CGMI pursuant to this Plan.
|
D) |
Agreements of CGMI
|
1) |
CGMI agrees to conduct all sales pursuant to this Plan in accordance with the manner of sale requirement of Rule 144. CGMI shall not effect any sales that it knows would exceed the then applicable volume limitation of Rule 144. CGMI will
not conduct any sale under this Plan to the extent Issuer or Seller has provided a reasonable notice that the Issuer is not in compliance with the reporting requirements referred to in Rule 144(c)(1).
|
2) |
CGMI agrees to complete and file, in paper, on a timely basis, such Forms 144 furnished by Seller pursuant to paragraph (E) on behalf of Seller as required by applicable law and as otherwise described in paragraph (E).
|
E) |
Sales Program
|
☑ |
For purposes of Rule 144, the Seller is or may be deemed to be an “affiliate” of the Issuer or intends to sell shares of Stock under this Plan that are “restricted securities.”
|
☐ |
Rule 144 is not applicable to the Seller under this Plan
|
F) |
Exchange Act Filings
|
G) |
Indemnification and Limitation of Liability; No Advice
|
1) |
The Seller agrees to indemnify, defend and hold harmless CGMI (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs)
arising out of or attributable to: (a) any material breach by the Seller of its obligation under this Plan, (b) the material incorrectness or inaccuracy of any of the Seller’s representations and warranties (including the representation
required by Section (B)(1) of this Plan), and (c) any material violation by the Seller of the applicable laws or regulations relating to this Plan or the transactions contemplated by this Plan. This indemnification will survive the
termination of this Plan. The Seller will have no indemnification obligation to the extent caused by CGMI’s breach of this Plan or in the case of gross negligence or willful misconduct of CGMI or any other indemnified persons.
|
2) |
Regardless of any other term or condition of this Plan, CGMI will not be liable to the Seller for: (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited
to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if
such losses or damages could have been reasonably foreseen, or (b) any failure to perform or for any delay in performance, in each case, that results from a cause or circumstance that is beyond its reasonable control, including but not
limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions, acts of war (whether or not declared), acts of terrorism, or other causes commonly known as
“acts of God”. In addition, CGMI will not be liable to the Seller in the event sales of Stock made in accordance with the terms of this Plan violate the Issuer’s insider trading policies.
|
3) |
The Seller acknowledges that CGMI has not provided the Seller with any tax, accounting or legal advice with respect to this Plan, including whether the Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.
|
H) |
Governing Law
|
I) |
Entire Agreement
|
J) |
Assignment
|
K) |
Enforceability in the Event of Bankruptcy
|
L) |
Confidentiality
|
M) |
Method of Communication
|
N) |
Counterpart Signatures
|
NEW OMAHA HOLDINGS L.P.
|
CITIGROUP GLOBAL MARKETS INC.
|
||||||||
By:
|
New Omaha Holdings LLC, its general partner
|
||||||||
By
|
/s/ Scott C. Nuttall
|
By:
|
/s/ Matthew T. Morris
|
||||||
Name:
|
Scott C. Nuttall
|
Name:
|
Matthew T. Morris
|
||||||
Title:
|
President
|
Title:
|
Director
|