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Accel-KKR Growth Capital Partners II Strategic Fund, LP (“GC II Strategic”) directly holds 3,168
Class A Shares and 101,395 Class B Shares. AKKR Growth Capital Management Company II, LP (“GC II GP”) is the sole general partner of GC II Strategic. |
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• |
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Accel-KKR Growth Capital Partners II, LP (“GC II”) directly holds 37,350 Class A Shares and
1,195,150 Class B Shares. GC II GP is the sole general partner of GC II. |
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• |
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Accel-KKR Members Fund, LLC (“Members Fund,” and collectively with CV III, GC III, GC II Strategic and
GC II, the “Accel-KKR Funds”) directly holds 5,307,464 Class B Shares. AKKR Management Company, LLC (“UGP”) is the sole managing member of Members Fund. |
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UGP has voting rights with respect to the 1,235,860 KKR-AKI Proxy Shares
(described below). |
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• |
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Each of Robert Palumbo and Thomas Barnds directly holds 563,637. |
UGP is the sole general partner of CV III GP, GC III GP and GC II GP. Accel-KKR Holdings GP, LLC (“Topco GP”) is the sole
managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (the “Management Company”) is the sole management company of each of
the Accel-KKR Funds, and UGP is the general partner of the Management Company. Consequently, as a result of the ownership and relationships described in the above bullet points, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC
II GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds.
KKR-AKI Proxy Shares
KKR-AKI Investors L.L.C. (“KKR-AKI”) directly holds
1,235,860 Class B Shares. Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI is subject to a voting agreement with respect to the shares of Class B
common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as
required by such voting agreement if KKR-AKI does not comply with the terms thereof. As a result, UGP may be deemed to beneficially own such shares.
Stockholders Agreement
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the
Form 8-K filed May 28, 2021 (the “Agreement”), among (i) the Issuer,
(ii) the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma and his related trusts and affiliates (“Sharma,” together with the Accel-KKR Funds and KKR-AKI, the “Investor Parties”), the Investor Parties have agreed to certain voting arrangements, and therefore the Reporting Persons may be deemed to be part of a “group” pursuant to Rule 13d-3(a) with the Sharma Investors. Such “group” would be deemed to beneficially own an aggregate of 104,816,923 Class A Shares or 82.66% of the Issuer’s outstanding Class A
Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such “group” and disclaim beneficial ownership of, and the responses to Items 5
through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by
Sharma on February 12, 2024.
| Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable.