UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 19

 

 

Artisan Partners Asset Management Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

04316A-108

(CUSIP Number)

Laura E. Simpson

875 E. Wisconsin Ave., Suite 800

Milwaukee, WI 53202

(414) 390-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2024

(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. ☐

 

 

 

CUSIP No. 04316A-108    SCHEDULE 13D    Page 2 of 8

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Eric R. Colson

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (A) ☐  (B) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 SOURCE OF FUNDS:

 

 OO

 5.  

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

 ☐

 6.  

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.   

 SOLE VOTING POWER

 

 0

    8.  

 SHARED VOTING POWER

 

 8,787,1431

    9.  

 SOLE DISPOSITIVE POWER

 

 686,896

   10.  

 SHARED DISPOSITIVE POWER

 

 0

11.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 8,787,143

12.  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 ☐

13.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.3% 2

14.  

 TYPE OF REPORTING PERSON (See Instructions)

 

 IN

 

1 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee (discussed in this Schedule 13D), of which Mr. Colson is a member, has the power to vote. Mr. Colson disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

2 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

CUSIP No. 04316A-108    SCHEDULE 13D    Page 3 of 8

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Charles J. Daley, Jr.

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (A) ☐  (B) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 SOURCE OF FUNDS:

 

 OO

 5.  

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

 ☐

 6.  

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.   

 SOLE VOTING POWER

 

 4003

    8.  

 SHARED VOTING POWER

 

 8,787,143 4

    9.  

 SOLE DISPOSITIVE POWER

 

 134,733

   10.  

 SHARED DISPOSITIVE POWER

 

 0

11.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 8,787,543

12.  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 ☐

13.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.3%5

14.  

 TYPE OF REPORTING PERSON (See Instructions)

 

 IN

 

3 

Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Mr. Daley that are not subject to the Stockholders Agreement discussed in this Schedule 13D.

4 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee, of which Mr. Daley is a member, has the power to vote. Mr. Daley disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

5 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

 

-3-

CUSIP No. 04316A-108    SCHEDULE 13D    Page 4 of 8

 

 1.   

 NAMES OF REPORTING PERSONS

 

 Gregory K. Ramirez

 2.  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 (A) ☐  (B) ☒

 

 3.  

 SEC USE ONLY

 

 4.  

 SOURCE OF FUNDS:

 

 OO

 5.  

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) or 2(E)

 

 ☐

 6.  

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 

 United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.   

 SOLE VOTING POWER

 

 1,4006

    8.  

 SHARED VOTING POWER

 

 8,787,143 7

    9.  

 SOLE DISPOSITIVE POWER

 

 156,714

   10.  

 SHARED DISPOSITIVE POWER

 

 0

11.   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 8,788,543

12.  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

 ☐

13.  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.3%8

14.  

 TYPE OF REPORTING PERSON (See Instructions)

 

 IN

 

6 

Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Mr. Ramirez that are not subject to the Stockholders Agreement discussed in this Schedule 13D.

7 

Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee, of which Mr. Ramirez is a member, has the power to vote. Mr. Ramirez disclaims beneficial ownership of all shares except those for which he has sole dispositive power.

8 

Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

 

-4-

CUSIP No. 04316A-108    SCHEDULE 13D    Page 5 of 8

 

About this Amendment No. 19

This Amendment No. 19 to Schedule 13D (“Amendment No. 19”) amends the statement on Schedule 13D relating to the Class A common stock of Artisan Partners Asset Management Inc. (the “Company”) filed by the Reporting Persons with the Securities and Exchange Commission on March 12, 2014, as amended from time to time (the “Schedule 13D”). Capitalized terms used in this Amendment No. 19 but not otherwise defined herein have the meanings given to them in the Schedule 13D. 

This Amendment No. 19 is being made to update the number of shares subject to the Stockholders Agreement described in the Schedule 13D and the percentage of the combined voting power attributed to those shares. Except as otherwise set forth herein, this Amendment No. 19 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

Item 2. Identity and Background

(a), (b), (c), (f) The identity and background of the persons filing this Schedule (each a “Reporting Person,” and collectively, the “Reporting Persons”) is as follows:

 

Name

   

Business Address

   

Principal Occupation

   

Citizenship

Eric R. Colson   

c/o Artisan Partners Asset Management Inc.

875 E. Wisconsin Ave., Ste. 800,

Milwaukee, Wisconsin 53202

    Chief Executive Officer and a Director on the Board of Directors of the Company    United States of America
Charles J. Daley, Jr.   

c/o Artisan Partners Asset Management Inc.

875 E. Wisconsin Avenue, Suite 800,

Milwaukee, Wisconsin 53202

    Executive Vice President, Chief Financial Officer and Treasurer of the Company    United States of America
Gregory K. Ramirez   

c/o Artisan Partners Asset Management Inc.

875 E. Wisconsin Avenue, Suite 800,

Milwaukee, Wisconsin 53202

    Executive Vice President of the Company    United States of America

(d), (e) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This filing is being made on behalf of all the Reporting Persons.

Item 5. Interest in Securities of the Issuer

(a) – (b)

As of February 8, 2024, 6,566,828 shares of Class A common stock of the Company and all 2,220,315 shares of Class B common stock of the Company are subject to the Stockholders Agreement. Those shares, in the aggregate, represent approximately 11.0% of the combined voting power of the Company’s outstanding common stock. Each of the Reporting Persons is a member of the three-person Stockholders Committee that has the power to vote the shares subject to the Stockholders Agreement. As a result, each of the Reporting Persons may be deemed to have acquired beneficial ownership of all shares subject to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the Stockholders Agreement, except for those shares with respect to which each Reporting Person, respectively, possesses sole dispositive power as noted below. The Stockholders Agreement is described in greater detail in, and filed as an exhibit to, the Schedule 13D.

 

-5-

CUSIP No. 04316A-108    SCHEDULE 13D    Page 6 of 8

 

Name

    Aggregate
Number of Shares
of Class A
Common Stock
Beneficially
Owned		      Percentage of
Outstanding
Class A
Common
Stock		     Sole
Voting
Power		      Shared
Voting
Power		      Sole Power
to Dispose		      Shared Power to
Dispose		  

Eric R. Colson

      8,787,143        12.3 %      0        8,787,143        686,896        0  

Charles J. Daley, Jr.

      8,787,543        12.3 %      400        8,787,143        134,733        0  

Gregory K. Ramirez

      8,788,543        12.3 %      1,400        8,787,143        156,714        0  

The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Person’s aggregate number of shares of Class A common stock beneficially owned, divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock deemed to be beneficially owned by the Reporting Person. Each share of Class B common stock corresponds to a Class B common unit of Holdings, which, together with the corresponding Class B common unit, is exchangeable for one share of Class A common stock, subject to certain restrictions and conditions.

(c)

Pursuant to the Exchange Agreement, a number of employee-partners exchanged Class B common units of Holdings (along with a corresponding number of shares of Class B common stock, which were canceled) for an equal number of shares of Class A common stock on the date and in the amount set forth below. Subsequent to the exchange, some of the exchanging employee-partners sold some or all of the shares of Class A common stock received upon such exchange. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the Reporting Persons. Neither Mr. Colson nor Mr. Daley exchanged Class B common units in connection with the exchange. Mr. Ramirez exchanged 2,500 Class B common units on February 7, 2024 and sold the Class A shares received upon the exchange of those units on February 8, 2024 for $42.29 per share. The exchange and subsequent sale will be reported on a Form 4 dated February 9, 2024.

 

Exchange Date

    Total Class B Common Units Exchanged  

February 7, 2024

      215,424  

(d) Except for the shares listed in the column titled Sole Power to Dispose, persons other than the Reporting Persons have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares listed in the column titled Aggregate Number of Shares of Class A Common Stock Beneficially Owned. The information set forth under Items 3 and 6 of the Schedule 13D as amended to date is hereby incorporated by reference.

 

-6-

CUSIP No. 04316A-108    SCHEDULE 13D    Page 7 of 8

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit   

Description

99.1    Joint Filing Agreement, dated as of February 20, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on March 10, 2015)
99.2    Stockholders Agreement, dated as of March 12, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.3    Exchange Agreement, dated as of March 6, 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.4    Amended and Restated Resale and Registration Rights Agreement, dated as of November 6, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
99.5    Power of Attorney of Eric R. Colson, dated January 25, 2023
99.6    Power of Attorney of Charles J. Daley, Jr., dated January 25, 2023
99.7    Power of Attorney of Gregory K. Ramirez, dated January 25, 2023

 

-7-

CUSIP No. 04316A-108    SCHEDULE 13D    Page 8 of 8

 

SIGNATURES

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: February 9, 2024

 

ERIC R. COLSON
By:  

Eric R. Colson*

CHARLES J. DALEY JR.
By:  

Charles J. Daley Jr. *

GREGORY K. RAMIREZ
By:  

Gregory K. Ramirez*

*By:  

/s/ Lisa A. Moran

  Lisa A. Moran
  Attorney-in-Fact for Eric R. Colson
  Attorney-in-Fact for Charles J. Daley, Jr.
  Attorney-in-Fact for Gregory K. Ramirez

 

-8-

Exhibit 99.5

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sarah A. Johnson, Laurie E. Simpson, Lisa A. Moran, and Molly L. Bussie or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

 

  1.

Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

  2.

Prepare, execute and submit to the SEC, Artisan Partners Asset Management Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

 

  3.

Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

 

  a)

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

  b)

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

  c)

Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

  d)

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of January 25, 2023.

 

/s/ Eric R. Colson

Eric R. Colson

Exhibit 99.6

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sarah A. Johnson, Laurie E. Simpson, Lisa A. Moran, and Molly L. Bussie or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

 

  1.

Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

  2.

Prepare, execute and submit to the SEC, Artisan Partners Asset Management Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

 

  3.

Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

 

  a)

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

  b)

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 

  c)

Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

  d)

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of January 25, 2023.

 

/s/ Charles J. Daley Jr.

Charles J. Daley Jr.

Exhibit 99.7

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Sarah A. Johnson, Laurie E. Simpson, Lisa A. Moran, and Molly L. Bussie or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

 

  1.

Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

  2.

Prepare, execute and submit to the SEC, Artisan Partners Asset Management Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

 

  3.

Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

 

  a)

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

  b)

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

  c)

Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

  d)

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of January 25, 2023.

 

/s/ Gregory K. Ramirez

Gregory K. Ramirez
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