| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TSQ | Class A Common Stock | Sale | -$372K | -36.6K | -2.43% | $10.16 | 1.47M | Nov 14, 2024 | See Footnotes | F1, F4, F5, F6, F7 |
| transaction | TSQ | Class A Common Stock | Sale | -$124K | -12.4K | -0.84% | $10.03 | 1.46M | Nov 15, 2024 | See Footnotes | F2, F4, F5, F6, F7 |
| transaction | TSQ | Class A Common Stock | Sale | -$51.5K | -5.14K | -0.35% | $10.03 | 1.45M | Nov 18, 2024 | See Footnotes | F3, F4, F5, F6, F7 |
Msd Capital L P is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.08 to $10.25, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 2 and 3 to this Form 4. |
| F2 | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.20, inclusive. |
| F3 | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.05, inclusive. |
| F4 | This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker. The securities reported herein are owned directly by SOF Investments, L.P. ("SOF Investments"), which owns 164,737 shares of Class A common stock of the Issuer, and SOF Investments, L.P. - Private V ("SOF Investments Private V"), which owns 787,812 shares of Class A common stock of the Issuer and 500,000 shares of Class C common stock of the Issuer, which are convertible at any time into an equal number of shares of Class A common stock. MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [footnote cont'd] |
| F5 | [continuation] Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. |
| F6 | Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each of Messrs. Dell, Lemkau and Lisker disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| F7 | Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |