SCHEDULE 13D
CUSIP No. 92645B 103
About this Amendment No. 4
This Amendment No. 4 to Schedule 13D (Amendment No. 4) relates to the Schedule 13D filed on February 22, 2018 (the
Original Schedule 13D), by the Reporting Persons, relating to the Common Stock, par value $0.01 per share, of the Company. This Amendment No. 4 is being made to reflect an increase in the number of shares of outstanding Common
Stock, a decrease in the number of shares beneficially owned by employees party to the ESHA and a decrease in the percentages deemed to be beneficially owned by the Reporting Persons as a result. This Amendment No. 4 does not restate
disclosures in the Original Schedule 13D that are not being amended, and should be read in conjunction with the Original Schedule 13D. Capitalized terms used but not defined herein have the meanings provided in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated to read in full as follows:
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Name |
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Aggregate |
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Number of |
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Shares of |
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Percentage |
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Common |
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of |
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Stock |
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Outstanding |
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Shared |
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Sole |
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Shared |
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Beneficially |
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Common |
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Sole Voting |
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Voting |
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Power to |
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Power to |
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Owned |
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Stock |
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Power |
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Power |
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Dispose |
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Dispose |
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David C. Brown |
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13,969,644 |
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18.6 |
% |
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45,900 |
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13,923,744 |
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2,589,793 |
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Michael D. Policarpo |
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13,931,244 |
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18.6 |
% |
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7,500 |
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13,923,744 |
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1,295,854 |
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Kelly S. Cliff |
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13,923,744 |
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18.5 |
% |
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13,923,744 |
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795,558 |
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The Company has issued additional shares of Common Stock since the date of the Original Schedule 13D and the
number of shares beneficially owned by employees party to the ESHA has decreased and, as a result of such issuances and such decrease, the number of shares currently beneficially owned by the Reporting Persons represent a lower percentage of the
outstanding shares of Common Stock than reported in the Original Schedule 13D. The percentages in the column titled Percentage of Outstanding Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting
Persons aggregate number of shares of Common Stock beneficially owned, divided by the sum of (w) 11,700,000 shares of Common Stock outstanding as of February 7, 2018, as reported in the Registration Statement, (x) 1,110,860 additional shares
of Common Stock sold on March 13, 2018 to the underwriters of the public offering pursuant to the Registration Statement on partial exercise of such underwriters option to purchase additional shares, (y) 48,329,321 shares of Common Stock that
were issued upon the transfer and conversion of shares of Class B common stock prior to or upon the elimination of the dual-class share structure and subsequent to the elimination of the dual-class share
structure, upon the vesting of restricted shares or exercise of options, (z) 6,274,310 shares of Common Stock issuable upon vesting of restricted shares or exercise of options beneficially owned by employees party to the ESHA, and (aa) 7,649,434
shares of Common Stock outstanding currently subject to the ESHA.
Based on a total of 75,063,925 shares of Common Stock (consisting of
(i) 68,789,615 shares of outstanding Common Stock, (ii) 1,385,979 unvested restricted shares of Common Stock beneficially owned by employees party to the ESHA and (iii) 4,888,331 shares of Common Stock issuable upon the exercise of options
beneficially owned by employees party to the ESHA), each Reporting Person beneficially owns 18.5% to 18.6% of the Companys outstanding Common Stock.
Item 7. Material to be Filed as Exhibits.
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