Schedule 13D
This Statement represents Amendment No. 5 to the Schedule 13D (the “Original Schedule 13D”) originally filed with the Securities and Exchange
Commission (the “SEC”) by the Reporting Persons on December 27, 2021 and amended by Amendment No. 1 to the Schedule 13D (“Amendment No. 1”), originally filed with the SEC by the Reporting Persons on March 20,
2023, Amendment No. 2 to the Schedule 13D (“Amendment No. 2”), originally filed with the SEC by the Reporting Persons on September 15, 2023, Amendment No. 3 to the Schedule 13D (“Amendment No. 3”),
originally filed with the SEC by the Reporting Persons on March 21, 2024 and Amendment No. 4 to the Schedule 13D (“Amendment No. 4”), originally filed with the SEC by the Reporting Persons on September 19, 2024. All
capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4.
Item 5. Interest in Securities of the Issuer.
Sections (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
| (a) |
GC VIII is the record owner of 11,187,815 of the GC Shares. As the sole general partner of GC VIII, GC VIII
GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VIII GPLP, GC VIII GPLLC may be deemed to own beneficially such GC Shares. GC Venture VIII-B is the record owner of
3,725,876 of the GC Shares. As the manager of GC Venture VIII-B, GC Venture VIII-B Manager may be deemed to own beneficially such GC shares. GC X is the record owner of
4,520,428 of the GC Shares. As the sole general partner of GC X, GC X GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC X GPLP, GC X GPLLC may be deemed to own beneficially such GC Shares. GC XI is the record
owner of 2,000,000 of the GC Shares. As the sole general partner of GC XI, GC XI GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC XI GPLP, GC XI GPLLC may be deemed to own beneficially such GC Shares. By
virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each entity and Reporting Person may be deemed to share the power to direct the disposition and/or vote of the GC Shares.
|
As the manager of each of GC VIII GPLLC, GC X GPLLC, GC XI GPLLC and the SPV Managers, GCGM LLC may be deemed to own beneficially such
GC Shares. As the manager of GCGM LLC, GCGM LP may be deemed to own beneficially such GC Shares. As the general partner of GCGM LP, GCGM Holdings may be deemed to own beneficially such GC Shares. As the managers of the SPVs, respectively, the SPV
Managers may be deemed to own beneficially such GC Shares.
Further, each Reporting Person disclaims beneficial ownership of the GC Shares except for the
shares, if any, such Reporting Person holds of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially
owned by each Reporting Person is set forth on Line 13 calculated using the outstanding shares of Class A Common Stock only (assuming full conversion of the shares of Class B Common Stock held of record by the Reporting Persons, but not
any of the shares of Class B Common Stock held by any other person). As disclosed in the Issuer’s Form 10-Q filed on September 10, 2024 with the SEC (File
No. 001-41140), the Issuer had 224,050,531 outstanding shares of Class A Common Stock and 332,310,673 outstanding shares of Class B Common Stock as of September 3, 2024. On October 21,
2024, GC Venture VIII-B converted 1,862,937 shares of Class B Common Stock into Class A Common Stock.
| (b) |
Regarding the number of shares as to which such person has: |
(i) sole power to vote or to direct the vote: See line 7 of cover sheets
(ii) shared power to vote or to direct the vote: See line 8 of cover sheets