Form SC 13G - Statement of Beneficial Ownership by Certain Investors
14 Novembre 2024 - 6:54PM
Edgar (US Regulatory)
CUSIP No: 983134107
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Wynn
Resorts, Limited
(Name of Issuer)
Common stock, par value $0.01
(Title of Class of Securities)
983134107
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
Rule 13d-1(b) |
¨ |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes 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).
CUSIP No: 983134107
(1) |
Names
of Reporting Persons
G1 Execution Services, LLC |
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(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC
Use Only |
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(4) |
Citizenship
or Place of Organization
Illinois |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
781 (1) |
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(6) |
Shared
Voting Power
6,166,194 (1) |
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(7) |
Sole
Dispositive Power
781 (1) |
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(8) |
Shared
Dispositive Power
6,166,194 (1) |
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(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,166,194 (1) |
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(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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(11) |
Percent
of Class Represented by Amount in Row (9)
5.6% |
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(12) |
Type
of Reporting Person (See Instructions)
BD, OO |
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(1) G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna
Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental
Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting
and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive
power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial
ownership of shares owned directly by another reporting person.
CUSIP No: 983134107
(1) |
Names
of Reporting Persons
SIG Brokerage, LP |
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(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC
Use Only |
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(4) |
Citizenship
or Place of Organization
Delaware |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
9,000 (1) |
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(6) |
Shared
Voting Power
6,166,194 (1) |
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(7) |
Sole
Dispositive Power
9,000 (1) |
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(8) |
Shared
Dispositive Power
6,166,194 (1) |
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(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,166,194 (1) |
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(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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(11) |
Percent
of Class Represented by Amount in Row (9)
5.6% |
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(12) |
Type
of Reporting Person (See Instructions)
BD, PN |
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(1) G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna
Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental
Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting
and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive
power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial
ownership of shares owned directly by another reporting person.
CUSIP No: 983134107
(1) |
Names
of Reporting Persons
Susquehanna Fundamental Investments, LLC |
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|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC
Use Only |
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(4) |
Citizenship
or Place of Organization
Pennsylvania |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
66,908 (1) |
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(6) |
Shared
Voting Power
6,166,194 (1) |
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(7) |
Sole
Dispositive Power
66,908 (1) |
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(8) |
Shared
Dispositive Power
6,166,194 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,166,194 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.6% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
OO |
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|
|
|
|
|
|
(1) G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna
Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental
Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting
and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive
power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial
ownership of shares owned directly by another reporting person.
CUSIP No: 983134107
(1) |
Names
of Reporting Persons
Susquehanna Investment Group |
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|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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|
(3) |
SEC
Use Only |
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|
(4) |
Citizenship
or Place of Organization
Pennsylvania |
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|
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|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
332,200 (1) |
|
(6) |
Shared
Voting Power
6,166,194 (1) |
|
(7) |
Sole
Dispositive Power
332,200 (1) |
|
(8) |
Shared
Dispositive Power
6,166,194 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,166,194 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.6% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
BD, PN |
|
|
|
|
|
|
|
(1) G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna
Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental
Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting
and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive
power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial
ownership of shares owned directly by another reporting person.
CUSIP No: 983134107
(1) |
Names
of Reporting Persons
Susquehanna Securities, LLC |
|
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC
Use Only |
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(4) |
Citizenship
or Place of Organization
Delaware |
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
5,757,305 (1) |
|
(6) |
Shared
Voting Power
6,166,194 (1) |
|
(7) |
Sole
Dispositive Power
5,757,305 (1) |
|
(8) |
Shared
Dispositive Power
6,166,194 (1) |
|
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,166,194 (1) |
|
|
(10) |
Check
box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
|
|
(11) |
Percent
of Class Represented by Amount in Row (9)
5.6% |
|
|
(12) |
Type
of Reporting Person (See Instructions)
BD, OO |
|
|
|
|
|
|
|
(1) G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna
Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental
Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting
and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive
power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial
ownership of shares owned directly by another reporting person.
CUSIP No: 983134107
Item
1. |
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(a) |
Name
of Issuer
Wynn Resorts, Limited (the “Company”) |
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(b) |
Address
of Issuer’s Principal Executive Offices
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109 |
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Item
2(a). |
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Name
of Person Filing
This statement is filed by the entities listed below, who are
collectively referred to herein as “Reporting Persons” with respect to the shares of Common stock, par value $0.01, of
the Company (the “Shares”).
(i) G1
Execution Services, LLC
(ii) SIG
Brokerage, LP
(iii) Susquehanna
Fundamental Investments, LLC
(iv) Susquehanna
Investment Group
(v) Susquehanna
Securities, LLC |
Item
2(b). |
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Address
of Principal Business Office or, if none, Residence
The address of the principal business office of G1 Execution Services,
LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of SIG Brokerage,
LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
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Item
2(c). |
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Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person. |
Item
2(d). |
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Title
of Class of Securities
Common stock, par value $0.01 |
Item
2(e) |
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CUSIP
Number
983134107 |
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CUSIP No: 983134107
Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
x |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c). |
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(c) |
¨ |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
¨ |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution
in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership |
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
The information
required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
The number of Shares reported as beneficially owned
by SIG Brokerage, LP consists of options to buy 9,000 Shares. The number of Shares reported as beneficially owned by Susquehanna
Investment Group consists of options to buy 332,200 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities
includes options to buy 3,302,000 Shares.
The Company’s Quarterly Report on Form 10-Q,
filed on August 6, 2024, indicates that there were 110,991,627 Shares outstanding as of July 31, 2024. |
|
Item 5. |
Ownership of Five Percent or
Less of a Class |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: ¨ |
|
Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person |
|
Not applicable. |
CUSIP No: 983134107
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
|
Item 8. |
Identification and Classification
of Members of the Group |
|
Not applicable. |
|
Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
Item 10. |
Certification |
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11. |
CUSIP No: 983134107
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: November 14, 2024
G1 EXECUTION SERVICES, LLC |
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SIG BROKERAGE, LP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
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Name: |
Brian Sopinsky |
Title: |
Secretary |
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Title: |
Assistant Secretary |
SUSQUEHANNA FUNDAMNETAL INVESTMENTS, LLC |
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SUSQUEHANNA INVESTMENT GROUP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
Title: |
Assistant Secretary |
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Title: |
General Counsel |
SUSQUEHANNA SECURITIES, LLC |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
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CUSIP No: 983134107
EXHIBIT INDEX
CUSIP No: 983134107
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the
agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof
with respect to the beneficial ownership by the undersigned of the Common stock of Wynn Resorts, Limited, par value $0.01, is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
Dated: November 14, 2024
G1 EXECUTION SERVICES, LLC |
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SIG BROKERAGE, LP |
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By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
Title: |
Secretary |
|
Title: |
Assistant Secretary |
SUSQUEHANNA FUNDAMNETAL INVESTMENTS, LLC |
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SUSQUEHANNA INVESTMENT GROUP |
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|
|
|
|
By: |
/s/ Brian Sopinsky |
|
By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
|
Name: |
Brian Sopinsky |
Title: |
Assistant Secretary |
|
Title: |
General Counsel |
SUSQUEHANNA SECURITIES, LLC |
|
|
|
|
|
|
By: |
/s/ Brian Sopinsky |
|
|
Name: |
Brian Sopinsky |
|
|
Title: |
Secretary |
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|
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