| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCS | Common Stock, par value $0.01 | Disposed to Issuer | $0 | -31.2K | -13.63% | $0.00 | 198K | Mar 27, 2024 | See footnote. | F1, F2 |
| holding | TCS | Common Stock, par value $0.01 | 11.7M | Mar 27, 2024 | Direct | F3, F4, F5, F6 | |||||
| holding | TCS | Common Stock, par value $0.01 | 3.5M | Mar 27, 2024 | Direct | F4, F5, F7, F8 | |||||
| holding | TCS | Common Stock, par value $0.01 | 150K | Mar 27, 2024 | Direct | F4, F5, F9, F10 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TCS | Stock Option (Right to Buy) | 10.1K | Mar 27, 2024 | Common Stock | 10.1K | $21.53 | See footnote. | F11, F12 | |||||
| holding | TCS | Stock Option (Right to Buy) | 11.8K | Mar 27, 2024 | Common Stock | 11.8K | $17.28 | See footnote. | F11, F12 | |||||
| holding | TCS | Stock Option (Right to Buy) | 30.7K | Mar 27, 2024 | Common Stock | 30.7K | $5.35 | See footnote. | F11, F12 | |||||
| holding | TCS | Stock Option (Right to Buy) | 42.9K | Mar 27, 2024 | Common Stock | 42.9K | $4.10 | See footnote. | F11, F12 |
| Id | Content |
|---|---|
| F1 | When determining the number of shares subject to the restricted stock awards granted to the directors of the Issuer on August 30, 2023, including J. Kristofer Galashan, the Issuer inadvertently granted 31,165 shares of restricted stock (the "Excess Shares") in excess of the number to which the directors were entitled pursuant to the Issuer's plans and policies. On March 27, 2024, the directors forfeited the Excess Shares. |
| F2 | Represents shares of restricted common stock of the Issuer, par value $0.01 per share (the "Common Stock"), owned by Mr. Galashan and Jonathan D. Sokoloff. Mr. Galashan holds 110,957 shares of restricted Common Stock. Mr. Sokoloff previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP") and owns 86,567 shares, which are held for the benefit of LGP. |
| F3 | Represents shares of the Common Stock held directly by Green Equity Investors V, L.P. ("GEI V"). |
| F4 | GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS Co-Invest, LLC ("TCS"). |
| F5 | GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS. |
| F6 | Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| F7 | Represents shares of Common Stock held directly by GEI Side V. |
| F8 | Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| F9 | Represents shares of Common Stock held directly by TCS. |
| F10 | Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| F11 | The options reported on this row are fully vested. |
| F12 | The options reported on this row were granted to Mr. Galashan in respect of his service on the Issuer's board of directors for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. |
Mr. J. Kristofer Galashan is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.