| |
(a) |
Amount beneficially owned: |
See responses to Item 9 on each cover page.
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 5,440,548 LLC Interests (and corresponding Class C Shares) directly held by WCAS XII Carbon Analytics Acquisition, L.P.; 24,572,711 LLC Interests (and corresponding Class C Shares) directly held by WCAS XIII Carbon
Analytics Acquisition, L.P.; 1,614,949 LLC Interests (and corresponding Class C Shares) directly held by WCAS GP CW LLC; 3,876,557 Class D Shares directly held by Welsh, Carson, Anderson & Stowe XII, L.P.; 1,674,056 Class D
Shares directly held by Welsh, Carson, Anderson & Stowe XII Delaware, L.P.; 242,933 shares of Class D Common Stock directly held by Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.; 1,683,730 Class D Shares directly
held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P.; 3,768,377 Class D Shares directly held by WCAS XII Carbon Investors, L.P.; 19,838,373 Class D Shares directly held by WCAS XIII Carbon Investors, L.P.; 1,054,693 LLC
Interests (and corresponding Class C Shares) and 817,091 Class D Shares directly held by WCAS XII Associates LLC; and 1,255 LLC Interests (and corresponding Class C Shares) and 676,242 Class D Shares directly held by WCAS XII
Associates Cayman, L.P.
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 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.
All percentages reported herein are calculated assuming 242,819,025 Class A Shares outstanding based upon (i) 127,173,392 Class A
Shares outstanding, as reported on the Issuer’s prospectus filed December 4, 2023, (ii) 32,684,156 Class A Shares issuable in respect of 32,684,156 LLC Interests (together with an equal number of Class C Shares), and (iii)
82,961,477 Class A Shares issuable in respect of 82,961,477 Class D Shares, which includes securities held by other entities party to the group whose members are named in Exhibit A hereto.
The Reporting Persons expressly disclaim beneficial ownership of, and the responses 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).