| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTLO | Class A common stock | Disposed to Issuer | -$47.3M | -2.08M | -16.86% | $22.74 | 10.3M | Aug 16, 2022 | By Berkshire Fund VIII-A, L.P. | F1, F2 |
| holding | PTLO | Class A common stock | 16.5K | Aug 16, 2022 | See note | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Disposed to Issuer | -5.01M | -16.86% | 24.7M | Aug 16, 2022 | Class A common stock | 5.01M | $22.74 | By Berkshire Fund VIII, L.P. | F5, F6 | ||
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Disposed to Issuer | -138K | -16.86% | 679K | Aug 16, 2022 | Class A common stock | 138K | $22.74 | Direct | F5, F7 | ||
| transaction | PTLO | LLC Units of PHD Group Holdings LLC | Disposed to Issuer | -453K | -16.86% | 2.24M | Aug 16, 2022 | Class A common stock | 453K | $22.74 | Direct | F5, F8 |
| Id | Content |
|---|---|
| F1 | Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and Berkshire Partners LLC ("BP"), its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP. |
| F2 | (Continued from Footnote 1) As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. |
| F3 | Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 12,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 4,528 of which will vest in full on December 31, 2022, in each case, subject to the director's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements. Any securities issued to Mr. Lubin or Mr. Lutzker for service as a director of the Issuer are held by each of them for the benefit of funds or entities affiliated with BP. |
| F4 | (Continued from Footnote 3) The Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F5 | Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration. |
| F6 | Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. |
| F7 | Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. |
| F8 | Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. |
Each of Joshua Lutzker and Richard Lubin serve on the Board of Directors of the Issuer as a representative of the Reporting Persons, certain of which may be deemed a director by deputization solely for purposes of Section 16 of the Act.