Explanatory Note
This Amendment No. 14 (Amendment No. 14) amends and supplements the statement on Schedule 13D
originally filed by the Reporting Person on April 4, 2023, as amended (the Schedule 13D). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 14 shall have the meaning assigned to
such term in the Schedule 13D.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percent of
class was calculated based on (i) 2,887,608 shares of Class A Common Stock outstanding as of November 9, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on
November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock previously converted into Class A Common Stock by ITC Rumba, LLC. Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the option of the holder.
Mr. Cooperstone directly holds 148 shares of Class A Common Stock of the Issuer. ITC Rumba, LLC directly holds 516,007 shares of
Class A Common Stock of the Issuer. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC and may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities.
(c) On each of December 15, 2023 and January 12, 2024, ITC Rumba, LLC exchanged 532,603 and 1,065,206 PCIH Common Units,
respectively, together with the surrender and cancellation of the same number of shares of Class B Common Stock, for an equal number of shares of Class A Common Stock, pursuant to the Second Amended and Restated Limited Liability Company
Agreement of Primary Care (ITC) Intermediate Holdings, LLC.
None of the Reporting Persons has effected any transactions related to shares
of Class A Common Stock during the past 60 days, except for the following dispositions (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act):
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Reporting Person Who Effected The Transaction |
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Date of Transaction |
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Number of Shares |
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Type of Security |
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Price Per Share(1) |
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Where and How Transaction Was Effected |
ITC Rumba, LLC |
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12/21/2023 |
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89,152 |
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Class A Common Stock |
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$5.7340 |
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Open market sale on NYSE |
ITC Rumba, LLC |
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12/22/2023 |
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27,377 |
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Class A Common Stock |
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$5.6539 |
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Open market sale on NYSE |
ITC Rumba, LLC |
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12/26/2023 |
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21,154 |
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Class A Common Stock |
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$5.4422 |
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Open market sale on NYSE |
ITC Rumba, LLC |
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12/27/2023 |
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37,607 |
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Class A Common Stock |
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$5.6471 |
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Open market sale on NYSE |