UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Name of Issuer)
| Class A Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
(CUSIP Number)
|
Wildcat Capital Management, LLC
Attention: Brian Rosenblatt
General Counsel, Chief Operating Officer
and
Chief Compliance Officer
888 Seventh Avenue
New York, NY 10106
(212) 468-5100 |
| |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 3, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * |
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| (1) |
|
NAME OF REPORTING PERSONS
Wildcat Capital Management, LLC |
| (2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
| (3) |
|
SEC USE ONLY
|
| (4) |
|
SOURCE OF FUNDS
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
366,338 |
| |
(8) |
|
SHARED VOTING POWER
19,230,650
|
| |
(9) |
|
SOLE DISPOSITIVE POWER
366,338
|
| |
(10) |
|
SHARED DISPOSITIVE POWER
19,230,650
|
| (11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,596,988
|
| (12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
| (13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.57%* |
| (14) |
|
TYPE OF REPORTING PERSON
IA |
| |
|
|
|
|
|
|
*
The calculation is based on 351,585,881
shares of Class A Common Stock (as defined herein) issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the U.S. Securities and Exchange Commission on November 7, 2022.
| (1) |
|
NAME OF REPORTING PERSONS
Wildcat Partner Holdings, LP (f/k/a Bonderman Family Limited Partnership) |
| (2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
| (3) |
|
SEC USE ONLY
|
| (4) |
|
SOURCE OF FUNDS
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
Texas |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7) |
|
SOLE VOTING POWER
0 |
| |
(8) |
|
SHARED VOTING POWER
19,230,650
|
| |
(9) |
|
SOLE DISPOSITIVE POWER
0 |
| |
(10) |
|
SHARED DISPOSITIVE POWER
19,230,650
|
| (11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,230,650 |
| (12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
| (13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.47%* |
| (14) |
|
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
|
|
*
The calculation is based on 351,585,881
shares of Class A Common Stock (as defined herein) issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the U.S. Securities and Exchange Commission on November 7, 2022.
| (1) |
|
NAME OF REPORTING PERSONS
Leonard A. Potter |
| (2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
| (3) |
|
SEC USE ONLY
|
| (4) |
|
SOURCE OF FUNDS
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
366,338(1)
|
| |
(8) |
|
SHARED VOTING POWER
19,230,650
|
| |
(9) |
|
SOLE DISPOSITIVE POWER
366,338(1)
|
| |
(10) |
|
SHARED DISPOSITIVE POWER
19,230,650
|
| (11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,596,988
|
| (12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
| (13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.57%* |
| (14) |
|
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
|
|
*
The calculation is based on 351,585,881
shares of Class A Common Stock (as defined herein) issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the U.S. Securities and Exchange Commission on November 7, 2022.
(1)
Reflects 366,338 shares of Class A Common Stock owned by Wildcat Capital
Management, LLC, of which Mr. Potter is the sole member.
This Amendment No. 4 (this “Amendment”) amends the
Statement on Schedule 13D first filed with the Securities and Exchange Commission on December 28, 2020, as amended and supplemented by
Amendment No. 1 filed on December 31, 2020, Amendment No. 2 filed on March 8, 2021 and Amendment No. 3 filed on March 23, 2021
(as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule
13D”), and is filed by the Reporting Persons with respect to the Class A Common Stock of the Issuer. Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 4. Purpose of Transaction.
This Amendment supplements Item 4 of the Schedule
13D by adding the following paragraph:
Effective January 3, 2022, in connection with the
redemption in kind of a limited partner of Wildcat Partner Holdings, LP (f/k/a/ Bonderman Family Limited Partnership) (“WPH”)
from WPH, in accordance with its partnership agreement, WPH transferred, 2,035,169 shares of Class A Common Stock to a designee of such
partner.
Item 5. Interest in Securities of the Issuer.
The information set forth in Items 2, 3 and 4 is hereby
incorporated by reference into this Item 5. The responses set forth on rows 7 through 13 of the cover pages of this Statement are
incorporated by reference in this Item 5.
(a) Wildcat Capital Management, LLC and Leonard A.
Potter may each be deemed to beneficially own an aggregate of 19,596,988 shares of Class A Common Stock, which constitutes approximately
5.57% of the outstanding shares of Class A Common Stock and WPH may be deemed to beneficially own an aggregate of 19,230,650 shares of
Class A Common Stock, which constitutes approximately 5.47% of the outstanding shares of Class A Common Stock, in each case, calculated
in accordance with Rule 13d-3 under the Act, based on 351,585,881 shares of Class A Common Stock (as defined herein) issued and outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 7,
2022.
By virtue of the relationship described herein, the
Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group,
each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities
of the Issuer beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission
that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person
expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises
voting or dispositive power with respect to such securities and except to the extent of such Reporting Person’s pecuniary interest
therein.
(b) The number of shares of Class A Common Stock as
to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set
forth in rows seven through ten of the cover pages hereof.
(c) Except as set forth in Item 4, the Reporting Persons
have not, and to the knowledge of the Reporting Persons, without independent verification, no person named in Item 2 hereof has, effected
any transactions in securities of the Issuer during the past 60 days.
(d) No person other than the Reporting Persons is known
to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of any securities covered by this Statement.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2023
| |
LEONARD A. POTTER |
| |
|
| |
By: |
/s/ Leonard A. Potter |
| |
|
Name: Leonard A. Potter |
| |
|
| |
WILDCAT CAPITAL MANAGEMENT, LLC |
| |
|
| |
By: |
/s/ Leonard A. Potter |
| |
|
Name: Leonard A. Potter |
| |
|
Title: President |
| |
|
|
| |
WILDCAT PARTNER HOLDINGS, LP
By: Bond Management GP, LLC, its general
partner |
| |
|
| |
By: |
/s/ Sherri Conn |
| |
|
Name: Sherri Conn |
| |
|
Title: Vice President |
