| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PX | Class B Common Stock | Gift | $0 | -750K | -19.94% | $0.00 | 3.01M | Dec 27, 2022 | Class A Common Stock | 750K | By the Jeff P. Gehl Living Trust | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock. |
| F2 | Continued from Footnote 1: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. |
| F3 | On December 27, 2022, the Reporting Person gifted 750,000 shares of Class B Common Stock of the Issuer to a charitable foundation, which automatically converted into 750,000 shares of Class A Common Stock of the Issuer upon such transfer in accordance with the terms of the Charter. |
| F4 | Represents securities of the Issuer owned directly by the Jeff P. Gehl Living Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
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