See responses to Item 11 on each cover page.
| |
(c) |
Number of shares as to which the Reporting Person has: |
| |
(i) |
Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| |
(ii) |
Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| |
(iii) |
Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| |
(iv) |
Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
LLC Interests are each convertible into one Class A Share or, if requested by a principal equity owner, one Class D Share. In
connection with such conversion, an equal number of Class C Shares will be redeemed and cancelled for no consideration.
The reported
securities include 16,048,336 shares of Class C Common Stock directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 1,054,717 shares of Class C Common Stock directly held by WCAS GP CW LLC, 12,956,360 shares of Class D Common
Stock directly held by WCAS XIII Carbon Investors, L.P. and 250,882 shares of Class C Common Stock and 176,293 shares of Class D Common Stock directly held by WCAS XIII Associates LLC (together, the “WCAS Entities”).
The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. and Welsh, Carson, Anderson & Stowe XII Cayman,
L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Associates Cayman, L.P. and Welsh, Carson, Anderson & Stowe XII
Delaware II, L.P. is WCAS XII Associates LLC. The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting
decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. The reported securities give effect to sales
made by the Reporting Persons between September 30, 2024 and the filing date hereof.
All percentages reported herein are calculated
assuming 247,024,331 Class A Shares outstanding based upon (i) 172,050,286 Class A Shares outstanding, (ii) 27,424,288 Class A Shares issuable in respect of 27,424,288 LLC Interests (together with an equal number of Class C
Shares), and (iii) 47,549,757 Class A Shares issuable in respect of 47,549,757 Class D Shares, each as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2024 filed with the SEC on November 6, 2024, which includes securities held by other entities party to the group whose members are named in Exhibit A hereto.
Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this
Schedule 13G shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 13 or for any other purpose. The Reporting Persons expressly disclaim
beneficial ownership of, and the response to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders’
Agreement (as defined and described in Exhibit A hereto).
| Item 5. |
Ownership of Five Percent or Less of a Class |
As a result of certain previously disclosed distributions for no considerations to their respective members, WCAS XII Carbon Analytics
Acquisition, L.P., WCAS XII Carbon Investors, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson,
Anderson & Stowe XII Cayman, L.P., WCAS XII Associates Cayman, L.P. and WCAS XII Associates LLC no longer hold any securities of the Issuer and will not file Section 13G statements in the future.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.