Amendment No. 12 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) and (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, 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 and the Tenth Amendment, the Schedule 13D).
Item 2. Identity and Background.
Item 2 of Schedule 13D
is hereby revised and supplemented with the following:
(a) (c)
34. AJB Business Holdings LP, a Delaware limited partnership
35. ZMSS Business Holdings LP, a Delaware limited partnership
The principal business of each of the above-referenced entities is investment.
(d)-(e) None of the Reporting Persons or the Group members has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby
amended and supplemented as follows:
On November 30, 2022, as part of an internal family reorganization of certain assets, A&Z 2015 Holdings divided
its assets in half, including all of the shares it held of Class A Stock, and contributed such assets equally to AJB Holdings and ZMSS Holdings, which were each wholly owned subsidiaries. Subsequently, also on November 30, 2022, A&Z 2015
Holdings was liquidated and all of its assets, including its interests in AJB Holdings and ZMSS Holdings, were distributed to its general and limited partners. In addition, A&Z 2015 Management was liquidated and its assets were distributed to
its members.