Explanatory Note
This Amendment No. 2 to the statement on beneficial ownership on Schedule 13D (this “Amendment
No. 2”) amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on July 15, 2022, as amended by Amendment No. 1 thereto filed by the
Reporting Person with the SEC on September 15, 2022 (collectively, the “Original Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the
Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D.
| Item 4. |
Purpose of the Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as by adding the following immediately prior to last paragraph
thereof:
Secondary Offering
On September 4, 2024, in connection with a registered secondary public offering (the “Secondary Offering”) of Common
Stock of the Issuer, Vertex Holdco entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Robert W. Baird & Co.
Incorporated, as representatives of the several underwriters listed on Schedule II thereto (the “Underwriters”). Pursuant to the Underwriting Agreement, Vertex Holdco agreed to sell to the Underwriters, and the Underwriters agreed
to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,000,000 shares of Common Stock at a price of $45.48 per share. In addition, pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 300,000 shares of Common Stock on the same terms. The sale of the 2,000,000 shares in the Secondary Offering closed on September 6, 2024.
In connection with the Secondary Offering, Vertex Holdco entered into a lock-up agreement (the “Lock-up Agreement”) with the Underwriters. Under the Lock-up Agreement, Vertex Holdco agreed, subject to certain exceptions, not to offer, sell, contract to sell,
pledge or otherwise dispose of any shares of Common Stock for 45 days after September 4, 2024.
The foregoing descriptions of the
Underwriting Agreement and Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which includes the form of Lock-up Agreement as an exhibit, and which is filed as Exhibit 99.7 hereto.
| Item 5. |
Interest in Securities of the Issuer |
Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read
as follows:
(a) and (b) – The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this
Amendment No. 2 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 16,967,286 shares of Common Stock. This amount consists of: (i) 16,500,001 shares of Common Stock
held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that
entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header “Shareholders Agreement”). In its capacity as the general partner of each of AIP Fund VI and
Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 16,967,286 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was
calculated based on 31,191,628 shares of Common Stock issued and outstanding as of September 1, 2024, as disclosed in the Issuer’s preliminary prospectus supplement filed with the SEC on September 4, 2024 pursuant to Rule 424(b)(5)
under the Securities Act of 1933, as amended.