| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WGSWW | Class A Common Stock | Sale | -$2.71M | -6.79M | -25.21% | $0.40 | 20.1M | Dec 1, 2022 | See footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WGSWW | Total Return Swaps | Other | $2.71M | +6.79M | $0.40 | 6.79M | Dec 1, 2022 | Common Stock | 6.79M | See footnotes | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Investment funds advised by Corvex Management LP are the record holders of 9,148,140 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP. |
| F2 | CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of record by CMLS Holdings Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of record by CMLS Holdings. |
| F3 | For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| F4 | On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price"). |
| F5 | Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years. |
| F6 | The Total Return Swaps do not give the Corvex Funds, direct or indirect voting, investment, or dispositive control over any securities of the Company, do not provide for the Corvex Funds to have any power to acquire any shares of Class A Common Stock from the counterparty, and do not require the counterparty to acquire, hold, vote or dispose of any securities of the Company. The Total Return Swaps, but not the Notional Securities, are owned by the Corvex Funds. Mr. Meister disclaims beneficial ownership of all Notional Securities underlying the Total Return Swaps reported as indirectly owned except to the extent of his pecuniary interest therein. |