This Amendment No. 6 (“Amendment No. 6”) further amends and supplements the original statement on Schedule
13D filed by Conversant Dallas Parkway (A), L.P. (“Investor A”), Conversant Dallas Parkway (B), L.P. (“Investor B”), Conversant GP Holdings LLC (“Conversant GP”),
Conversant Capital LLC (“Conversant Capital”), and Michael J. Simanovsky on November 12, 2021 (the “Original Schedule 13D”), as previously amended by them by the amended
statement on Schedule 13D filed on August 21, 2024 (“Amendment No. 5”), Amendment No. 4 on March 26, 2024 (“Amendment No. 4”), Amendment No. 3 filed on February 6, 2024 (“Amendment
No. 3”), Amendment No. 2 filed on November 6, 2023 (“Amendment No. 2”) and Amendment No. 1 filed on July 7, 2023 (“Amendment No. 1”). Amendment No. 4 was the initial
statement on Schedule D for Conversant Dallas Parkway (D), L.P. (“Investor D”) regarding the Issuer. Amendment No. 5 was the initial statement on Schedule D for Conversant PIF
Aggregator A L.P. (“Aggregator A”) and Conversant Private GP LLC (“Conversant Private GP”) regarding the Issuer. To the extent applicable, the Original Schedule 13D, as
previously and hereby amended, is hereby adopted by Conversant Dallas Parkway (F), L.P. (“Investor F”) as its original filing on Schedule 13D regarding the Issuer. Investor A,
Investor B, Investor D, Aggregator A and Investor F together are the “Conversant Investors,” and they, together with Conversant GP, Conversant Capital, Conversant Private GP and Mr.
Simanovsky are, the “Reporting Persons.” The Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by
information contained in this Amendment No. 6, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Schedule
13D, as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used and not defined in this Amendment No. 6 have the meanings set forth in the
Original Schedule 13D, as previously amended.
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Item 2.
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Identity and Background
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Item 2 is hereby amended and restated to read as follows:
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(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:
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i. |
Conversant Dallas Parkway (A), L.P., a Delaware limited partnership (“Investor A”);
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Conversant Dallas Parkway (B), L.P., a Delaware limited partnership (“Investor B”);
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Conversant Dallas Parkway (D), L.P., a Delaware limited partnership (“Investor D”);
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Conversant PIF Aggregator A L.P., a Delaware limited partnership (“Aggregator A”);
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Conversant Dallas Parkway (F), L.P., a Delaware limited partnership (“Investor F” and together with Investor A, Investor B, Investor D and Aggregator A, the “Conversant Investors”);
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vi. |
Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”);
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vii. |
Michael J. Simanovsky, a citizen of the United States of America;
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viii. |
Conversant Private GP LLC, a Delaware limited liability company (“Conversant Private GP”); and
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ix. |
Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital” and together with the Conversant Investors, Conversant GP, Conversant
Private GP and Mr. Simanovsky, the “Reporting Persons”).
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Investor A, Investor B, Investor D and Investor F are alternative investment vehicles of Conversant GP established for
purpose of investing in Issuer’s securities. Aggregator A is an alternative investment vehicle of Conversant Private GP established for purpose of investing in Issuer’s securities. Conversant
Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general
partner of each of Investor A, Investor B, Investor D and Investor F. Conversant Private GP is the general partner of Aggregator A. Mr. Simanovsky is the managing member of Conversant GP and
Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially own the shares of
Common Stock (including Common Stock issuable upon conversion of Series A Preferred Stock or upon exercise of warrants to purchase Common Stock) owned directly by the Conversant Investors.
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The Reporting Persons are filing this statement jointly with respect to the same securities as
contemplated by Rule 13d-1(k)(1). The Conversant Investors and Conversant Capital may constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)
promulgated by the Securities and Exchange Commission (the “Commission”) thereunder. Each of the Conversant Investors expressly disclaims beneficial ownership of the shares of Common
Stock owned and held by the other Reporting Persons.
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