FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, par value $0.0001 per share | 6/2/23 |
| J (1) |
| 4,000,000 | D |
$10.191 |
0
| I | See footnotes (2) (3) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jericho Capital Asset Management L.P. 510 MADISON AVENUE 27TH FLOOR NEW YORK, NY 10022 |
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X
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Resnick Josh 510 MADISON AVENUE, 27TH FLOOR NEW YORK, NY 10022 |
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X
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Signatures
Jericho Capital Asset Management L.P., By: Jericho Capital Holdings LLC, its general partner, By: /s/ Josh Resnick, Managing Member | |
6/6/23 |
**Signature of Reporting Person | Date |
/s/ Josh Resnick | |
6/6/23 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Persons elected to redeem 4,000,000 shares held by the Jericho Fund (as defined below) for cash. |
(2) | Securities held for the accounts of certain investment funds and accounts for which Jericho Capital Asset Management L.P. ("Jericho") acts as investment adviser, including Jericho Capital Master Fund L.P. (the "Jericho Fund"). The general partner of Jericho is controlled by Josh Resnick ("Mr. Resnick"). |
(3) | For purposes of Section 16 of the Securities Exchange Act of 1934, each of Jericho and Mr. Resnick expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Jericho or Mr. Resnick is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
____________ Transaction Code: |
J | Other acquisition or disposition. |
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