This Amendment No. 8 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting
Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5
filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, and Amendment No. 7 filed by the Reporting Persons on November 8, 2021 (the “Original Schedule 13D” and, as amended and
supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined
in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
This Amendment No. 8 is being filed to make updates and amendments to the Original Schedule 13D as follows:
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules
I, II-A, II-B and III hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.
Item 4. Purpose of Transaction.
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below:
On March 9, 2023, Broad Street Principal Investments, L.L.C., StoneBridge 2017, L.P., and StoneBridge 2017 Offshore, L.P. (the “Selling
Stockholders”) agreed to sell 4,000,000 Class A Shares at a price of $6.429375 per share (the “Offering”) to Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (the “Underwriters”), pursuant to the terms and
conditions of the underwriting agreement (the “Underwriting Agreement”) entered into between the Selling Stockholder, the Issuer and the Underwriter. The sale was consummated on March 14, 2023.
Pursuant to the Underwriting Agreement, the Issuer and Stagwell Global have agreed that, subject to specified exceptions, without
the prior written consent of the Underwriters, the Company will not, during the period ending 60 days after the date of the prospectus: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or any securities convertible into or exercisable or exchangeable for Class A Shares or such
other securities which may be deemed to be beneficially owned by the Issuer or Stagwell Global (any such securities in this clause (i) “Restricted Securities”); (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of Restricted Securities, or (iii) file any registration statement with the Securities and Exchange Commission relating to the offering of any Restricted Securities or any
securities convertible into or exercisable or exchangeable for Restricted Securities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit
99.8 hereto and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety
as set forth below:
“(a)-(b) The following disclosure assumes there are 131,605,852 Class A Shares of the Issuer outstanding as of February 28, 2023, as
reported on the Issuer’s Form 10-K, filed on March 6, 2023 and all percentages presented herein are based thereon.
As of March 14, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 17,099,784 Class A Shares of the Issuer, which number
includes 151,038 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 13% of the total number of Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership
of 16,948,746 Class A Shares, consisting of (i) 14,094,157 Class A Shares directly held by BSPI, and (ii) 2,854,589 Class A Shares directly held by the Employee Funds as reported herein, collectively representing approximately 12.9% of the
outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2023, the Reporting Persons may be deemed to share beneficial ownership, of
16,948,746 Class A Shares (directly held by BSPI and the Employee Funds), which constitutes approximately 12.9% of the outstanding Class A Shares.”
This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of
the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty day period from January 13, 2023 through March 14, 2023.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.