Brahman Capital Corp. - 03 Oct 2022 Form 4 Insider Report for Bluescape Opportunities Acquisition Corp.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
06 Jan 2023, 13:01:35 UTC
Prior SEC filing
06 Jan 2023
Next SEC filing
11 Jan 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Brahman Capital Corp., By: /s/ Robert J. Sobel, Principal

Key filing fact

Brahman Capital Corp. filed Form 4 for Bluescape Opportunities Acquisition Corp. on 06 Jan 2023.

Key facts

  • This page summarizes Brahman Capital Corp.'s Form 4 filing for Bluescape Opportunities Acquisition Corp..
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 06 Jan 2023, 13:01.

Change

  • Previous filing in this sequence was filed on 06 Jan 2023.
  • Current net transaction value: -$832,515.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BOAC transaction

Class A Ordinary Shares

Sale

Transaction value
$652,212
Shares
-66,275
Change %
-4.8%
Price
$9.84
Shares after
1,319,626
Date
03 Oct 2022
Ownership
See footnotes
Footnotes
F1, F2, F3, F4
BOAC transaction

Class A Ordinary Shares

Sale

Transaction value
$180,303
Shares
-18,474
Change %
-1.4%
Price
$9.76
Shares after
1,301,152
Date
21 Dec 2022
Ownership
See footnotes
Footnotes
F2, F3, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BOAC transaction Derivative

Equity Swaps (obligation to buy)

Other

Transaction value
Shares
-1
Change %
-0%
Price
Shares after
945,281
Date
21 Dec 2022
Ownership
See footnotes
Underlying class
Class A Ordinary Shares
Underlying amount
351,987
Exercise price
$11.32
Footnotes
F2, F3, F4, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.85 to $9.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Footnote F2

Brahman Capital Corp. serves as investment manager to a number of investment funds (including Brahman Partners II, L.P., Brahman Partners III, L.P., Brahman Partners II Offshore, Ltd., Brahman Partners IV, L.P. and Brahman Partners IV Offshore, Ltd., collectively, the "Brahman Funds") with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. Robert J. Sobel and Mitchell A. Kuflik are executive officers and directors of Brahman Capital Corp. and have the ability to control the decisions of Brahman Capital Corp. with respect to the assets of such investment funds.

Footnote F3

Brahman Management, L.L.C. is the general partner of the Brahman Partners II, L.P., Brahman Partners III, L.P., and Brahman Partners IV, L.P. Robert J. Sobel and Mitchell A. Kuflik are the managing members of Brahman Management, L.L.C. and have the ability to control the decisions of Brahman Management, L.L.C. with respect to the assets of such investment funds.

Footnote F4

None of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel or Mitchell A. Kuflik directly owns any shares of Common Stock. Each of Brahman Capital Corp. Robert J. Sobel and Mitchell A. Kuflik may be deemed to beneficially own 1,301,152 shares of Common Stock, which represents approximately 17.58% of the outstanding shares of Common Stock. Brahman Management, L.L.C. may be deemed to beneficially own 1,092,049 shares of Common Stock, which represents approximately 14.76% of the outstanding shares of Common Stock. Each of Brahman Capital Corp., Brahman Management, L.L.C., Robert J. Sobel and Mitchell A. Kuflik disclaims any beneficial ownership of the shares of the securities included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest.

Footnote F5

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.71 to $9.91, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Footnote F6

Settlement of cash settled equity swaps. The cash settled equity swaps were settled pursuant to their terms. The swaps were able to be settled at any time. The notional shares settled under the swap contracts were settled at a settlement price of $9.8292.

Footnote F7

Cash-settled equity swap. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts.

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