| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BOAC | Class A Ordinary Shares, par value $0.0001 per share | Sale | -$465K | -47.5K | -3.65% | $9.80 | 1.25M | Jan 11, 2023 | See footnotes | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BOAC | Equity Swaps (obligation to buy) | Other | -1 | -100% | 0 | Jan 11, 2023 | Class A Ordinary Shares | 83.3K | See footnotes | F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.8202 to $9.79, 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 range set forth herein. |
| F2 | 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. |
| F3 | Brahman Management, L.L.C. is the general partner of the 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. |
| F4 | 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 1,301,152 shares of Common Stock, which represents approximately 16.94% of the outstanding shares of Common Stock. Brahman Management, L.L.C. may be deemed to beneficially own 1,046,711 shares of Common Stock, which represents approximately 14.15% 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 shares of the securities included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest. |
| F5 | Settlement of cash settled equity swaps. The cash settled equity swaps were settled pursuant to their terms. The swaps were able to be settled at any time. The notional shares settled under the swap contracts were settled at a settlement price of $9.8101. |
| F6 | 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. |
| F7 | Conversion or exercise price of the swaps were in the range of $9.87 to $11.32. |