| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCS | Common Stock, par value $0.01 | Sale | -$211K | -32.8K | -11.77% | $6.43 | 246K | Sep 6, 2022 | See footnote. | F9, F10, F11 |
| transaction | TCS | Common Stock, par value $0.01 | Sale | -$472K | -72.8K | -29.6% | $6.48 | 173K | Sep 7, 2022 | See footnote. | F9, F12, F13 |
| holding | TCS | Common Stock, par value $0.01 | 11.7M | Sep 6, 2022 | Direct | F1, F2, F3, F4 | |||||
| holding | TCS | Common Stock, par value $0.01 | 3.5M | Sep 6, 2022 | Direct | F2, F3, F5, F6 | |||||
| holding | TCS | Common Stock, par value $0.01 | 150K | Sep 6, 2022 | Direct | F2, F3, F7, F8 |
| 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) | 27.2K | Sep 6, 2022 | Common Stock | 27.2K | $18.00 | See footnote. | F14, F15 | |||||
| holding | TCS | Stock Option (Right to Buy) | 20.3K | Sep 6, 2022 | Common Stock | 20.3K | $21.53 | See footnote. | F14, F16 | |||||
| holding | TCS | Stock Option (Right to Buy) | 23.6K | Sep 6, 2022 | Common Stock | 23.6K | $17.28 | See footnote. | F14, F17 | |||||
| holding | TCS | Stock Option (Right to Buy) | 61.4K | Sep 6, 2022 | Common Stock | 61.4K | $5.35 | See footnote. | F14, F18 | |||||
| holding | TCS | Stock Option (Right to Buy) | 85.8K | Sep 6, 2022 | Common Stock | 85.8K | $4.10 | See footnote. | F14, F19 |
| Id | Content |
|---|---|
| F1 | Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V"). |
| F2 | GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("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. |
| F3 | 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. |
| F4 | 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. |
| F5 | Represents shares of Common Stock held directly by GEI Side V. |
| F6 | 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. |
| F7 | Represents shares of Common Stock held directly by TCS. |
| 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 sold by Timothy J. Flynn. Mr. Flynn previously served on the Issuer's board of directors as an appointee of LGP, and held the shares of Common Stock for the benefit of LGP. Mr. Flynn sold these shares of Common Stock in connection with Mr. Flynn ceasing to serve on the Issuer's board of directors. |
| F10 | This transaction was executed in multiple trades at prices ranging from $6.36 to $6.525. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected. |
| F11 | Represents shares of restricted Common Stock owned by Messrs. Sokoloff, Galashan and Flynn. Each of Messrs. Sokoloff and Galashan hold 86,567 shares of restricted Common Stock. Mr. Flynn previously served on the Issuer's board of directors as an appointee of LGP, and owns 72,806 shares which are held for the benefit of LGP. |
| F12 | This transaction was executed in multiple trades at prices ranging from $6.33 to $6.535. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected. |
| F13 | Represents shares of restricted Common Stock owned by Messrs. Sokoloff and Galashan. Each of Messrs. Sokoloff and Galashan hold 86,567 shares of restricted Common Stock. |
| F14 | The options reported on this row are fully vested. |
| F15 | The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff and 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. |
| F16 | The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff and 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. |
| F17 | The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff and 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. |
| F18 | The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff and 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. |
| F19 | The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 42,919 of such options. Each of Messrs. Sokoloff and 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. |
Messrs. Jonathan Sokoloff and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Sokoloff and 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.