4: Statement of changes in beneficial ownership of securities
Published on December 6, 2021
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Total Return Swap (1) | (1) | 12/02/2021 | P/K | 100,000 | (1) | (1) | Ordinary shares | 100,000 | $ 11.1 | 221,000 | D (2) | ||||
Total Return Swap (1) | (1) | 12/03/2021 | P/K | 400 | (1) | (1) | Ordinary shares | 400 | $ 10.98 | 221,400 | D (2) |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WindAcre Partnership Master Fund, LP 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
X | |||
WINDACRE PARTNERSHIP LLC 2200 POST OAK BOULEVARD SUITE 1580 HOUSTON, TX 77056 |
X | |||
WindAcre General Partner LP 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
X | |||
WAPGP LLC 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
X | |||
Amin Snehal 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
X |
Signatures
The WindAcre Partnership Master Fund, LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member | 12/06/2021 | |
**Signature of Reporting Person | Date | |
The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member | 12/06/2021 | |
**Signature of Reporting Person | Date | |
The WindAcre General Partner LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member | 12/06/2021 | |
**Signature of Reporting Person | Date | |
The WAP GP LLC, By: /s/ Snehal Amin, Managing Member | 12/06/2021 | |
**Signature of Reporting Person | Date | |
/s/ Snehal Amin, Snehal Amin | 12/06/2021 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 221,400 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index. |
(2) | The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC. |
Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4, including the Subject Shares, except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |