| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PRCH | Common Stock, par value $0.0001 per share | 10.1M | Jan 19, 2023 | See Footnote | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PRCH | 0.75% Convertible Senior Notes due 2026 | Jan 19, 2023 | Common Stock, par value $0.0001 per share | 1.91M | $40.00 | See Footnote | F1, F2, F3 | ||||||
| holding | PRCH | Equity Swap (right to buy) | Jan 19, 2023 | Common Stock, par value $0.0001 per share | 2.43M | See Footnote | F1, F4 | |||||||
| holding | PRCH | Equity Swap (right to buy) | Jan 19, 2023 | Common Stock, par value $0.0001 per share | 173K | See Footnote | F1, F5 | |||||||
| holding | PRCH | Total Return Swap | Jan 19, 2023 | Common Stock, par value $0.0001 per share | 286K | See Footnote | F1, F6 |
| Id | Content |
|---|---|
| F1 | Park West Asset Management LLC ("PWAM" or the "Reporting Person") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF") and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, collectively with PWIMF, the "PW Funds"). Peter S. Park ("Mr. Park"), through one or more affiliated entities, is the controlling manager of the Reporting Person. The Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in the securities reported herein. |
| F2 | The 0.75% Convertible Senior Notes due 2026 (the "Notes") are convertible (in whole or in part) at any time prior to the close of business on the business day immediately preceding June 15, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; |
| F3 | (ii) during the 5 business day period after any 5 consecutive trading day period (the "Measurement Period") in which the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of Common Stock and the conversion rate on each such trading day; (iii) if the Issuer calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of certain corporate events as specified in the indenture governing the Notes. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Notes except to the extent of its pecuniary interest therein. |
| F4 | The Reporting Person is a party to an equity swap agreement with a third party. The reported equity swap is on a basket of securities, which includes shares of the Issuer's common stock. Under the equity swap, the Reporting Person will receive from the third party the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 31, 2025. |
| F5 | The Reporting Person is a party to an equity swap agreement with a third party. The reported equity swap is on a basket of securities, which includes shares of the Issuer's common stock. Under the equity swap, the Reporting Person will receive from the third party the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 30, 2025. |
| F6 | The Reporting Person has entered into a total return swap agreement (the "Swap") with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to an aggregate of 286,411 shares of the Issuer's common stock. The Swap provides the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide the Reporting Person the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of its pecuniary interest therein. |