EXPLANATORY NOTE
This Amendment No. 13 (Amendment No. 13) to Schedule 13D is filed jointly by
Mr. Garcia, Verde and E-SPE (collectively, the Reporting Persons) with respect to the Class A Shares, pursuant to their Joint Filing Agreement dated as of May 12, 2017,
as amended and restated on September 27, 2018 and on April 3, 2020 (the Joint Filing Agreement), filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States
Securities and Exchange Commission (the SEC) on May 12, 2017 and subsequently amended on May 9, 2018, May 23, 2018, September 17, 2018, September 28, 2018, October 22, 2018, November 8,
2018, March 15, 2019, April 1, 2019, May 20, 2019, June 26, 2019, April 3, 2020 and June 16, 2020 (the Original Schedule 13D). Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Original Schedule 13D.
Item 4. Purpose of Transaction
The
disclosures provided in Item 4 of the Original Schedule 13D are hereby amended and supplemented by inserting the following immediately prior to the final paragraph of Item 4:
On November 4, Ernest C. Garcia II and Elizabeth Joanne Garcia, husband and wife, acting jointly, entered into the Modification set forth
in Item 6 below. The description of the Modification set forth in Item 6 below is incorporated herein by reference. The transactions contemplated by the Modification will result in the disposition of securities of the Issuer.
Item 5. Interest in Securities of the Issuer
The disclosures provided in Item 5(a)-(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b)
The responses of the Reporting
Persons to rows (7) through 11 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)
The transactions effected by the Reporting Persons in respect of Class A Shares since the most recent filing of the Reporting Persons on
Schedule 13D are set forth on the following table. All of the transactions were effected by Ernest C. Garcia II in open market transactions at prevailing markets prices.
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Transaction Date
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Price Per Share(1)
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Price Per Share Range
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Number of Shares(2)
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10/30/2020
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$
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191.1335
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$
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179.99 $213.16
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2,030,000
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11/02/2020
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$
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185.1724
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$
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180.56 $189.71
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30,000
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11/03/20
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$
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190.6861
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$
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186.50 $194.42
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30,000
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11/04/20
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$
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197.6256
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$
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193.82 $201.52
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30,000
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11/05/20
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$
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205.0411
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$
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202.65 $209.98
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30,000
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(1)
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The prices shown are weighted average sale prices for shares sold in multiple transactions. The Reporting
Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the respective ranges.
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(2)
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The reported sales were effected pursuant to a
Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on June 15, 2020 in accordance with Rule 10b5-1 of the Act.
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