| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WTRE | Common Shares | Other | -$7.15M | -204K | -100% | $35.00 | 0 | Jul 1, 2021 | Direct | F1, F2, F3, F4, F5, F6, F7 |
| transaction | WTRE | Common Shares | Other | -$789K | -22.5K | -100% | $35.00 | 0 | Jul 1, 2021 | Direct | F1, F8 |
| transaction | WTRE | Common Shares | Other | -$133K | -3.79K | -100% | $35.00 | 0 | Jul 1, 2021 | Direct | F1, F3, F4, F5, F6, F7, F9 |
Kelso Investment Associates X, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On July 1, 2021, in connection with the acquisition of the Issuer by Greysbridge Holdings Ltd. ("Greysbridge Holdings"), all outstanding common shares of the Issuer were transferred to Greysbridge Holdings for $35.00 per share. Following consummation of the acquisition and certain related transactions, the Issuer is a wholly owned subsidiary of Greysbridge Holdings and the reporting persons own, in the aggregate, 30% of Greysbridge Holdings. |
| F2 | Securities held directly by Kelso Investment Associates X, L.P. ("KIA"). |
| F3 | Kelso GP X, LLC ("GP X LLC") is the general partner of Kelso GP X, L.P. ("GP X LP", and, together with GP X LLC and KIA, the "KIA Entities"). GP X LP is the general partner of KIA. GP X LLC is the general partner of GP X, L.P. (together with GP X LP and KSN, the "KSN Entities"). GP X LP is the general partner of KSN. The KIA Entities and the KSN Entities, due to their common control, could be deemed to beneficially own each of the other's securities. Each of the KIA Entities and the KSN Entities disclaims such beneficial ownership and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose. |
| F4 | Each of the KIA Entities, due to their common control, could be deemed to beneficially own each other's securities. GP X LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LP and KIA, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP X LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and KIA, except, in the case of KIA, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. |
| F5 | KIA disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and GP X LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. |
| F6 | Each of the KSN Entities, due to their common control, could be deemed to beneficially own each other's securities. GP X LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LP and KSN, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. GP X LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and KSN, except, in the case of KSN, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. |
| F7 | KSN disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP X LLC and GP X LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose. |
| F8 | Securities held directly by KEP X, LLC ("KEP"). Each of the reporting persons (other than KEP) disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for any purpose. |
| F9 | Securities held directly by KSN Fund X, L.P. ("KSN"). |
Prior to the consummation of the acquisition of the Issuer by Greysbridge Holdings, the reporting persons were parties to an interim investors' agreement and a voting and support agreement with certain other holders of the Issuer's common shares, as a result of which the reporting persons may have been deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Exchange Act, with such other holders that beneficially owned more than 10% of the Issuer's common shares, which was the class of equity securities registered under Section 12 of the Exchange Act.