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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Equity Swap (4) | (4) | 04/01-04:00/2020 | S | 1,176 | (4) | 11/15-05:00/2023 | Common Shares | 1,176 | (4) | 1,176 (4) | I | Through Subsidiary (2) (3) | |||
Equity Swap (5) | (5) | 04/01-04:00/2020 | P | 93 | (5) | 08/13-04:00/2029 | Common Shares | 93 | (5) | 93 (5) | I | Through Subsidiary (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
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GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY 10282 |
/s/ Nathan R. Burby, Attorney-in-fact | 05/19-04:00/2020 | |
**Signature of Reporting Person | Date | |
/s/ Nathan R. Burby, Attorney-in-fact | 05/19-04:00/2020 | |
**Signature of Reporting Person | Date |
* | 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 amount of profit recoverable by the Issuer from the reported transactions will be remitted to the Issuer. |
(2) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons". Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On April 1, 2020, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Shares but did not experience a change in their pecuniary interest in the Issuer. |
(3) | GS Group may be deemed to beneficially own indirectly the Common Shares by reason of Goldman Sachs' direct beneficial ownership. |
(4) | Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on 11/15/2023, Goldman Sachs will pay to the counterparty any increase in the price of the Common Shares above $9.29 per share and the counterparty will pay to Goldman Sachs any decrease in the price of the Common Shares below $9.29 per share, in each case, based on a notional amount of 1,176 Common Shares and any additional costs and charges including any payments with respect to financial dividends. |
(5) | Goldman Sachs entered into an equity swap agreement which, upon the termination of the agreement on 8/13/2029, Goldman Sachs will pay to the counterparty any decrease in the price of the Common Shares below $9.45 per share and the counterparty will pay Goldman Sachs any increase in the price of the Common Shares above $9.45 per share, in each case, based on a notional amount of 93 Common Shares and any additional costs and charges including any payments with respect to financial dividends. |