Statement of Ownership (sc 13g)
November 19 2021 - 4:32PM
Edgar (US Regulatory)
Page
1 of 13
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
|
Perimeter
Solutions, SA
|
(Name
of Issuer)
|
Ordinary
Shares
|
(Title
of Class of Securities)
|
L7579L106
|
(CUSIP
Number)
|
November
9, 2021
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule 13d-1(b)
|
|
☒
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Page
2 of 13
1
|
NAME
OF REPORTING PERSONS
Tiger Eye Capital LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 80-0365323
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
(1)(2)(3)
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
|
(1)
|
As more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of Ordinary Shares that would be issuable upon full conversion and exercise of such Warrants.
|
|
(2)
|
Based on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth in
the Issuer’s 8-K filed with the Securities and Exchange Commission on November 10, 2021.
|
|
(3)
|
As of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and Tiger
Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill Capital Management LLC owned an aggregate of 13,045,272
Ordinary Shares of the Issuer and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896 Ordinary
Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC, and Tiger Eye Capital LLC is the investment manager
of the Funds and Gambill Capital Management LLC, in which such shares referred to above are held. As a result, Tiger Eye Capital
LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the disposition of all the shares owned by the Funds
and Gambill Capital Management LLC. Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own 13,176,896
Ordinary Shares.
|
Page
3 of 13
1
|
NAME
OF REPORTING PERSONS
Tiger Eye Master Fund Ltd
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 98-0620295
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
11,680,649
Ordinary Shares
2,437
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
11,680,649
Ordinary Shares
2,437
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,680,649
Ordinary Shares
2,437
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
(1(2)(3)
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of Ordinary Shares that would be issuable upon full conversion and exercise
of such Warrants.
|
|
(2)
|
Based
on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth
in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
|
(3)
|
As
of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and
Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill
Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer
and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896
Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC,
and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital
Management LLC, in which such shares referred to above are held. As a result, Tiger Eye
Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC.
Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own
13,176,896 Ordinary Shares.
|
Page
4 of 13
1
|
NAME OF REPORTING PERSONS
Tiger Eye Opportunity Fund I LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 84-4498307
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
516,500 Ordinary Shares
129,125 Ordinary Shares issuable upon exercise of Warrants(1)
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
516,500 Ordinary Shares
129,125 Ordinary Shares issuable upon exercise of Warrants(1)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
516,500 Ordinary Shares
129,125 Ordinary Shares issuable upon exercise of Warrants(1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (1)(2)(3)
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(4)
|
As
more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of Ordinary Shares that would be issuable upon full conversion and exercise
of such Warrants.
|
|
(5)
|
Based
on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth
in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
|
(6)
|
As
of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and
Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill
Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer
and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896
Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC,
and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital
Management LLC, in which such shares referred to above are held. As a result, Tiger Eye
Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC.
Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own
13,176,896 Ordinary Shares.
|
Page
5 of 13
1
|
NAME
OF REPORTING PERSONS
Tiger
Eye Opportunity Fund II LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 87-3400546
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
785,000
Ordinary Shares
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
785,000
Ordinary Shares
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
Ordinary Shares
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
(2)(3)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(2)
|
Based
on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth
in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
|
(3)
|
As
of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and
Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill
Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer
and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896
Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC,
and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital
Management LLC, in which such shares referred to above are held. As a result, Tiger Eye
Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC.
Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own
13,176,896 Ordinary Shares.
|
Page
6 of 13
1
|
NAME
OF REPORTING PERSONS
Gambill
Capital Management LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-3898514
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
63,123
Ordinary Shares
62
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
63,123
Ordinary Shares
62
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,123
Ordinary Shares
62
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
(1)(2)(3)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(7)
|
As
more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of Ordinary Shares that would be issuable upon full conversion and exercise
of such Warrants.
|
|
(8)
|
Based
on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth
in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
|
(9)
|
As
of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and
Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill
Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer
and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896
Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC,
and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital
Management LLC, in which such shares referred to above are held. As a result, Tiger Eye
Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC.
Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own
13,176,896 Ordinary Shares.
|
Page
7 of 13
1
|
NAME
OF REPORTING PERSONS
Benjamin
S. Gambill
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
6
|
SHARED
VOTING POWER
0
|
|
7
|
SOLE
DISPOSITIVE POWER
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,045,272
Ordinary Shares
131,624
Ordinary Shares issuable upon exercise of Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
(1)(2)(3)
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of Ordinary Shares that would be issuable upon full conversion and exercise
of such Warrants.
|
|
(2)
|
Based
on 157,137,410 shares of Common Stock outstanding as of November 9, 2021, as set forth
in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
|
(3)
|
As
of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and
Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill
Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer
and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896
Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC,
and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital
Management LLC, in which such shares referred to above are held. As a result, Tiger Eye
Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC.
Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own
13,176,896 Ordinary Shares.
|
Page
8 of 13
Item 1(a).
|
Name of Issuer: Perimeter Solutions, SA (the “Issuer”)
|
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: 12E rue Guillaume Kroll, L-1882 Luxembourg
Grand Duchy of Luxembourg
|
|
|
|
Item 2(a).
|
Name of Person Filing:
This Schedule 13G is being filed with respect to Ordinary Shares of the Issuer which are beneficially owned by Tiger Eye Capital LLC, Tiger Eye Master Fund Ltd., Tiger Eye Opportunity Fund I LLC, Tiger Eye Opportunity Fund II LLC, Gambill Capital Management LLC and Benjamin S. Gambill. As of November 9, 2021, Tiger Eye Master Fund Ltd, Tiger Eye Opportunity Fund I LLC, and Tiger Eye Opportunity Fund II LLC (collectively the “Funds”) and Gambill Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of the Issuer and Warrants, that upon exercise represent 131,624 Ordinary Shares, for a total of 13,176,896 Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC, and Tiger Eye Capital LLC is the investment manager of the Funds and Gambill Capital Management LLC, in which such shares referred to above are held. As a result, Tiger Eye Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the disposition of all the shares owned by the Funds and Gambill Capital Management LLC. Thus, Tiger Eye Capital LLC and Benjamin S. Gambill may be deemed to beneficially own 13,176,896 Ordinary Shares.
|
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of the reporting persons is
101 Park Avenue, 48th Floor, New York, NY 10178
|
|
|
|
Item 2(c).
|
Citizenship:
|
|
See Item 4 on the cover page(s) hereto.
|
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Ordinary Shares, nominal value $0.01 per share (“Ordinary Shares”)
|
|
|
|
Item 2(e).
|
CUSIP Number: L7579L106
|
|
|
|
Item 3.
|
If This
Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
(a)
|
☐
|
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
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Page
9 of 13
CUSIP
No.
|
L7579L106
|
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|
|
|
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|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
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(e)
|
☐
|
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
☐
|
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
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(g)
|
☐
|
A parent holding company
or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
|
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|
|
Item 4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
As
of November 9, 2021, the Funds and Gambill Capital Management LLC owned an aggregate of 13,045,272 Ordinary Shares of
the Issuer and 526,500 “Warrants”, that when exercised 4 to 1 convert to 131,624 Ordinary Shares, for a total
of 13,176,896 Ordinary Shares. Benjamin S. Gambill is the Managing Member of Tiger Eye Capital LLC, and Tiger Eye Capital
LLC is the investment manager of the Funds and Gambill Capital Management LLC, in which such shares referred to above
are held. As a result, Tiger Eye Capital LLC and Benjamin S. Gambill possess the power to vote and dispose or direct the
disposition of all the shares owned by the Funds and Gambill Capital Management LLC. Thus, Tiger Eye Capital LLC and Benjamin
S. Gambill may be deemed to beneficially own 13,176,896 Ordinary Shares. Based on 157,137,410 shares of Common Stock outstanding
as of November 9, 2021, as set forth in the Issuer’s 8-K filed with the Securities and Exchange Commission on November
10, 2021.
|
Page
10 of 13
Item 5.
|
Ownership of Five Percent
or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf
of Another Person.
|
|
Not applicable
|
|
|
Item 7.
|
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
Not applicable
|
|
|
Item 8.
|
Identification and Classification of Members
of the Group.
|
|
Not applicable
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Not applicable
|
|
|
Item 10.
|
Certification.
|
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
|
November 19, 2021
|
|
|
|
|
Tiger
Eye Capital LLC
|
|
|
|
|
By:
|
|
|
Name:
|
John S. Raniolo
|
|
Title:
|
Chief Compliance Officer (“CCO”)
|
|
|
|
Tiger
Eye Master Fund Ltd.
By:
Tiger Eye Capital LLC
Its:
Investment Adviser
|
|
Signature:
|
|
|
Name:
|
John S. Raniolo
|
|
Title:
|
CCO of Tiger Eye Capital LLC
|
|
|
|
|
Tiger
Eye Opportunity Fund I LLC
|
|
|
|
By:
Tiger Eye Capital LLC
Its:
Investment Adviser
|
|
By:
|
|
|
Name:
|
John S. Raniolo
|
|
Title:
|
CCO of Tiger Eye Capital LLC
|
Page
11 of 13
|
|
|
|
Tiger
Eye Opportunity Fund II LLC
|
|
|
|
By:
Tiger Eye Capital LLC
Its:
Investment Adviser
|
|
By:
|
|
|
Name:
|
John S. Raniolo
|
|
Title:
|
CCO of Tiger Eye
Capital LLC
|
|
|
|
|
Gambill
Capital Management LLC
|
|
|
|
By:
Tiger Eye Capital LLC
Its:
Investment Adviser
|
|
By:
|
|
|
Name:
|
John S. Raniolo
|
|
Title:
|
CCO of Tiger Eye
Capital LLC
|
Page
12 of 13
EXHIBIT
INDEX
|
EXHIBIT 1:
|
Joint
Acquisition Statement Pursuant to Section 240.13d-1(k)
|
|
|
|
|
|
Members
of Group
|
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