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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 (obligation to sell) | (4) | 03/15/2022 | P/K | 10,500,000 | 09/17/2022 | 03/17/2023 | Common Stock | 10,500,000 | (4) | 10,500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DD Global Holdings Ltd PO BOX 31119 GRAND PAVILION HIBISCUS WAY, 802 WEST BAY ROAD GRAND CAYMAN, E9 KY1-1205 |
X | |||
DE Capital Ltd FOURTH FLOOR, ONE CAPITAL PLACE PO BOX 847 GRAND CAYMAN, E9 KY1-1103 |
X | |||
Li Pak Tam VISTRA CORPORATE SERVICES CENTRE PO BOX 957, ROAD TOWN TORTOLA, D8 VG1110 |
X | |||
Champ Key Ltd VISTRA CORPORATE SERVICES CENTRE PO BOX 957, ROAD TOWN TORTOLA, D8 VG1110 |
X |
/s/ Pak Tam Li, Director of DD Global Holdings Limited | 03/16/2022 | |
**Signature of Reporting Person | Date | |
/s/ Pak Tam Li, Director of Champ Key Limited | 03/16/2022 | |
**Signature of Reporting Person | Date | |
/s/ Pak Tam Li, Director of DE Capital Limited | 03/16/2022 | |
**Signature of Reporting Person | Date | |
/s/ Pak Tam Li | 03/16/2022 | |
**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) | Shares were sold pursuant to a Share Purchase Agreement dated 15, 2022 between DD Global Holdings Ltd and Bank J. Safra Sarasin AG. |
(2) | Shares are held directly by DD Global Holdings Limited ("DD Global"). DD Global is wholly owned by Champ Key Limited ("Champ Key"). Champ Key is wholly owned by DE Capital Limited ("DE Capital"). DE Capital is wholly owned by Pak Tam Li ("Mr. Li"). Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by DD Global. |
(3) | Shares are held directly by Champ Key. In accordance with footnote 2 above, Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by Champ Key. |
(4) | DD Global entered into a participation note (the "Participation Note") with a counterparty under which DD Global acquired 10,500,000 notional shares of the Issuer's common stock for a price of $6.720476 per notional share. Under the Participation Note, the counterparty must redeem certain tranches of the notional shares if the Issuer's Common Stock meets certain price targets on or after September 17, 2022, which redemptions are settled in cash. If not earlier extended, the counterparty must redeem all outstanding notional shares on March 17, 2023, which final redemption is settled in cash. During the term of the Participation Note, the counterparty will pay to DD Global all dividends and similar distributions paid on an equivalent number of shares of the Issuer's common stock. |