Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | BOAC | Class A Ordinary Shares, par value $0.0001 per share | 1.39M | Sep 22, 2022 | See footnotes | F1, F2, F3 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | BOAC | Equity Swaps (obligation to buy) | Sep 22, 2022 | Class A Ordinary Shares | 1.3M | See footnotes | F1, F2, F3, F4, F5 |
Id | Content |
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F1 | Brahman Capital Corp. serves as investment manager to a number of investment funds (including Brahman Partners II, L.P., Brahman Partners III, L.P., Brahman Partners II Offshore, Ltd., Brahman Partners IV, L.P. and Brahman Partners IV Offshore, Ltd., collectively, the "Brahman Funds") with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. Robert J. Sobel and Mitchell A. Kuflik are executive officers and directors of Brahman Capital Corp. and have the ability to control the decisions of Brahman Capital Corp. with respect to the assets of such investment funds. |
F2 | Brahman Management, L.L.C. is the general partner of Brahman Partners II, L.P., Brahman Partners III, L.P., and Brahman Partners IV, L.P. Robert J. Sobel and Mitchell A. Kuflik are the managing members of Brahman Management, L.L.C. and have the ability to control the decisions of Brahman Management, L.L.C. with respect to the assets of such investment funds. |
F3 | None of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel or Mitchell A. Kuflik directly owns any shares of Common Stock. Each of Brahman Capital Corp., Robert J. Sobel and Mitchell A. Kuflik may be deemed to beneficially own 1,385,901 shares of Common Stock, which represents approximately 18.73% of the outstanding shares of Common Stock. Brahman Management, L.L.C. may be deemed to beneficially own 1,135,836 shares of Common Stock, which represents approximately 15.35% of the outstanding shares of Common Stock. Each of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel and Mitchell A. Kuflik disclaims any beneficial ownership of the securities included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest. |
F4 | Cash-settled equity swap. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts. |
F5 | The Brahman Funds entered into certain cash settled swaps with reference prices of $11.26 and $11.32. The cash settled swaps may be settled at any time and shall continue until settled as elected by the parties and currently have an initial reference termination date of January 31, 2023. |