This Amendment No. 4 (“Amendment No. 4”) is filed by the Reporting
Person and amends the Reporting Person’s amended and restated Schedule 13D filed on January 6, 2023 (“Amendment No. 3”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the
information previously reported in the Amendment No. 3. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amendment No. 3.
Item 2. Identity and Background.
Item 2(c) of
Amendment No. 3 is hereby amended and restated as follows:
(c) The present principal occupation of the Reporting Person is
founder and Executive Chairman of the Board of Directors of the Issuer (the “Board”).
Item 4. Purpose of Transaction.
Item 4 of Amendment No. 3 is hereby amended and supplemented as follows:
On January 5, 2023, the Reporting Person, the controlling stockholder of the Issuer, executed and delivered a written consent (the
“January 5th Consent”) taking certain actions by consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) resulting in, among other things, the election of
the Reporting Person to the Board and certain amendments to the Issuer’s bylaws (the “January 5th Amendments”) intended to ensure that the Issuer’s corporate governance continued to properly enable and support stockholder rights.
On January 6, 2023, the Issuer issued a press release providing an update regarding the composition of its Board, including the Reporting Person’s return to the Board, and the Issuer’s intention to explore strategic alternatives with
the goal to maximize value for all stockholders of the Issuer. On January 9, 2023, the Board elected the Reporting Person as Executive Chairman of the Board.
Subsequently, the Reporting Person informed the Issuer of his view that there is substantial alignment among the Board and management
concerning the decision to conduct a review of strategic alternatives amid the Issuer’s upcoming media rights cycle and that the Issuer’s corporate governance will properly enable and support stockholder rights. In light of the foregoing,
on January 16, 2023, the Reporting Person, in his capacity as controlling stockholder of the Issuer, executed and delivered a written consent (the “January 16th Consent”) taking certain actions by consent without a meeting in
accordance with Section 228 of the DGCL to substantially repeal the January 5th Amendments, as further described below.
Effective
January 16, 2023, pursuant to the January 16th Consent, the Reporting Person repealed all of the January 5th Amendments (which were incorporated into the amended and restated bylaws of the Issuer filed by the Issuer with the Securities and
Exchange Commission on January 11, 2023 as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K) other than Article XI (Exclusive Forum), which designates (i) the Court of Chancery of the
State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for the resolution of, among other claims, any derivative action or proceeding brought on behalf of the Issuer, and (ii) the federal courts of the United
States of America, to the fullest extent permitted by law, as the sole and exclusive forum for any cause of action arising under the Securities Act of 1933, as amended.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the January 16th
Consent filed as Exhibit 99.1 hereto, which is incorporated by reference in its entirety into this Item 4.
The Reporting Person intends
to participate in and influence the affairs of the Issuer, including with respect to the matters discussed above, through the exercise of his voting rights with respect to his shares of Class A Common Stock and Class B Common Stock. The
Reporting Person currently controls approximately 81.0% of the Issuer’s total voting power.
The Reporting Person may purchase
additional shares of Class A Common Stock or Class B Common Stock or similar securities from time to time, either in brokerage transactions in the
over-the-counter market or in privately-negotiated transactions. Any decision by the Reporting Person to increase his holdings of Class A Common Stock or
Class B Common Stock will depend on various factors, including, but not limited to, the price of the shares of Class A Common Stock, the terms and conditions of the transaction and prevailing market conditions.