Amendment No. 13 to Schedule 13D
This Amendment is being filed by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy LLC (Astra Legacy), AJB Business
Holdings LP (AJB Holdings), ZMSS Business Holdings LP (ZMSS Holdings), RSS 2015 Business Holdings LP (RSS 2015 Holdings), RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners LLC
(WildStar Partners), RES Business Holdings LP (RES Holdings), SER Business Holdings LP (SER Holdings), RHT 2015 Business Holdings LP (RHT 2015 Holdings), RSS Business Holdings LP (RSS
Holdings), SSR Business Holdings LP (SSR Holdings), RCT 2015 Business Holdings LP (RCT 2015 Holdings), MAS Business Holdings LP (MAS Holdings), NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Business Management
LLC (RSS Management), SSR Business Management LLC (SSR Management), LES Lauren Holdings LLC (LES Holdings), MES Mackenzie Holdings LLC (MES Holdings) and the Sands Family Foundation. All of the
foregoing may be deemed to be acting as a group for purposes of Section 13 of the Securities Exchange Act of 1934 (the Exchange Act).
This Amendment amends the amended and restated Schedule 13D filed in October 2001 by Richard Sands, Robert Sands, Marilyn Sands, CWCP-I, a trust for the benefit of Andrew Stern M.D. under the Will of Laurie Sands (the Marital Trust), a trust created under Irrevocable Trust Agreement dated November 18, 1987 (the
Grandchildrens Trust), and a stockholders group (the Amended Schedule 13D), as the Schedule 13D was amended by (i) the Schedule 13D Amendment No. 2 filed on August 3, 2006 by Richard Sands, Robert Sands,
the Grandchildrens Trust, Laurie Sands Childrens Trust, Richard Sands Childrens Trust, Robert Sands Childrens Trust and Richard Sands Heirs Trust (the Second Amendment), (ii) the
Schedule 13D Amendment No. 3 filed on February 17, 2009 by Richard Sands, Robert Sands, CWCP-I, the Marital Trust, Abigail Bennett, RES Holdings, RES Business Management LLC (RES
Management), RSS Holdings, RSS Management, and a stockholders group (the Third Amendment), (iii) the Schedule 13D Amendment No. 4 filed on April 30, 2009 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, CWCP-I, the Marital Trust and a stockholders group (the Fourth Amendment), (iv) the Schedule 13D Amendment No. 5 filed on July 8, 2011 by Richard Sands, Robert Sands, Abigail Bennett, Zachary
Stern, CWCP-I, CWCP-II and a stockholders group, (v) the Schedule 13D Amendment No. 6 filed on June 12, 2017 by Richard Sands, Robert Sands, Abigail
Bennett, Zachary Stern, A&Z 2015 Business Holdings LP (A&Z 2015 Holdings), A&Z 2015 Business Management LLC (A&Z 2015 Management), RCT 2015 Holdings, RCT 2015 Business Management LLC (RCT 2015
Management), RHT 2015 Holdings, RHT 2015 Business Management LLC (RHT 2015 Management), RSS 2015 Holdings, RSS 2015 Business Management LLC (RSS 2015 Management), WildStar Partners, RRA&Z Holdings LLC
(RRA&Z Holdings) and a stockholders group (the Sixth Amendment), (vi) the Schedule 13D Amendment No. 7 filed on January 19, 2018 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy and a
stockholders group (the Seventh Amendment), (vii) the Schedule 13D Amendment No. 8 filed on April 2, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015
Business Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners and a stockholders group (the Eighth Amendment), (viii) the Schedule 13D Amendment No. 9 filed on July 1, 2022 by Richard Sands,
Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners, RES Holdings, SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR
Holdings, RCT 2015 Holdings, MAS Holdings, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings, The Marilyn Sands Master Trust, Sands Family Foundation and a stockholders group (the Ninth
Amendment), (ix) the Schedule 13D Amendment No. 10 filed on November 14, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT
2020 Investments LLC, WildStar Partners, RES Holdings, SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR Holdings, RCT 2015 Holdings, MAS Holdings, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings,
The Marilyn Sands Master Trust, Sands Family Foundation and a stockholders group (the Tenth Amendment), (x) the Schedule 13D Amendment No. 11 filed on November 16, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary
Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners, RES Holdings, SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR Holdings, RCT 2015 Holdings, MAS Holdings,
NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings, The Marilyn Sands Master Trust and Sands Family Foundation (the Eleventh Amendment) and (xi) the Schedule 13D Amendment No. 12
filed on December 2, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, AJB Holdings, ZMSS Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners, RES Holdings,
SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR Holdings, RCT 2015 Holdings, MAS Holdings, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings and Sands Family Foundation (the Twelfth
Amendment, together with the Amended Schedule 13D, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment
and the Eleventh Amendment, the Schedule 13D).
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On
May 10, 2023, the Reporting Persons set forth below entered into arrangements with Goldman Sachs & Co. LLC pursuant to which such Reporting Persons agreed to sell the number of shares of Class A Stock set forth by their name
below, resulting in an agreement by such Reporting Persons to sell an aggregate of 3,900,100 shares of Class A Stock for $223.53 per share in a transaction structured as a block trade subject to the limitations of Rule 144 of the
Securities Act of 1933, as amended.
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AJB Holdings 650,000 shares |
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ZMSS Holdings 650,000 shares |
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RCT 2015 Holdings 58,333 shares |
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RCT 2020 Investments LLC 58,333 shares |
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RSS 2015 Holdings 500,000 shares |
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RSS Holdings 641,710 shares |
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RHT 2015 Holdings 350,000 shares |
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SER Holdings 950,000 shares |