| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STGW | Class A Common Stock | Conversion of derivative security | $0 | +9.26M | +65.22% | $0.00 | 23.5M | May 10, 2023 | See Footnote | F1, F2, F3, F4 |
| transaction | STGW | Class A Common Stock | Other | $0 | -9.26M | -39.48% | $0.00 | 14.2M | May 10, 2023 | See Footnote | F1, F2, F3, F4 |
| transaction | STGW | Class A Common Stock | Other | $0 | -14.1M | -99.08% | $0.00 | 130K | May 15, 2023 | See Footnote | F2, F3, F4, F5 |
| holding | STGW | Class A Common Stock | 2.54M | Dec 31, 2023 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STGW | Class C Common Stock | Conversion of derivative security | $0 | -9.26M | -5.76% | $0.00 | 152M | May 10, 2023 | Class A Common Stock | 9.26M | See Footnote | F1, F4, F6, F7 |
| Id | Content |
|---|---|
| F1 | On May 10, 2023, Stagwell Media LP ("Stagwell Media") exchanged 9,260,317 Paired Equity Interests (as defined and discussed in footnote 6 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of its limited partners for no consideration. Following such distribution, Stagwell Media directly held zero shares of Class A Common Stock of the Issuer. |
| F2 | The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group is the general partner and manager of Stagwell Media and is the manager of Stagwell Agency Holdings LLC ("Agency Holdings"), which is a subsidiary of Stagwell Media. As of December 31, 2023, Stagwell Group directly held 130,000 shares of Class A Common Stock of the Issuer, and each of Stagwell Media and Agency Holdings directly held zero shares of Class A Common Stock of the Issuer. |
| F3 | Amounts reported in rows 1 and 2 of column 5 also reflect (i) the aggregate of 9,260,317 shares of Class A Common Stock of the Issuer acquired by Stagwell Media upon the exchange of an equal number of Paired Equity Interests and distributed on May 10, 2023 to certain limited partners of Stagwell Media for no consideration, as discussed in footnote 1 hereto, and (ii) the aggregate of 14,067,837 shares of Class A Common Stock of the Issuer distributed on May 15, 2023 to certain limited partners of Stagwell Media by Agency Holdings for no consideration, as discussed in footnote 5 hereto. |
| F4 | The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F5 | On May 15, 2023, Agency Holdings distributed 14,067,837 shares of Class A Common Stock of the Issuer to certain limited partners of Stagwell Media for no consideration. Following such distribution, Agency Holdings directly held zero shares of Class A Common Stock of the Issuer. |
| F6 | Held by Stagwell Media. The shares of Class C Common Stock are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock). |
| F7 | The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date. |