| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TH | Common Stock, par value $0.0001 per share | Other | -556K | -0.85% | 64.6M | Dec 12, 2022 | By Arrow Holdings S.a r.l. and MFA Global S.a r.l. | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Represents an in-kind distribution by Arrow Holdings S.a r.l. ("Arrow") of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), for no consideration. The in-kind distribution was made on behalf of a partnership managed by TDR Capital LLP to its underlying investor in connection with the planned winding-up of that partnership. |
| F2 | Includes (i) 15,628,865 shares of Common Stock held by MFA Global S.a r.l. ("MFA Global") and (ii) 48,934,482 shares of Common Stock held by Arrow. |
| F3 | As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow. |
| F4 | The securities of the Issuer held by Arrow and MFA Global are ultimately held on behalf of investment funds managed by TDR Capital LLP (the majority holding being through TDR Capital II Investments LP) and certain other minority investors. The investors in such funds are passive. In its capacity as an investment fund manager, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global and, as Founding Partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Global. |
| F5 | MFA Global is held by MFA Limited Partnership SLP which in turn is held by Modulaire Holding S.a r.l., MFA Limited Partnership, Modulaire Holdings and MFA Global (the "MFA Entities"). See footnote 4 above in relation to the ultimate holding structure. |
| F6 | Each of TDR Capital II Investments LP, TDR Capital LLP, Stephen Robertson and Manjit Dale (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein as set out above. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein. |
Stephen Robertson is filing a separate Form 4 disclosing his beneficial ownership interests in the securities of the Issuer held by Arrow and MFA Global, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof.