In connection with the foregoing, and as may be appropriate from
time to time, each of the Reporting Persons may consider the
feasibility and advisability of various alternative courses of
action with respect to the Reporting Persons’ investment in the
Issuer, including, without limitation: (a) the acquisition or
disposition of Common Stock, including through derivative
transactions which may include security-based swaps and short
sales; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries;
(d) changes in the present board of directors or management of
the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) other
material changes in the Issuer’s business or corporate structure;
(g) changes in the Issuer’s articles of incorporation or
bylaws or other actions that may impede the acquisition of control
of the Issuer by any person; (h) causing any class of the
Issuer’s securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the
Issuer to become eligible for termination of registration pursuant
to Section 12 of the Exchange Act; or (j) any action
similar to those enumerated above. Except as described in Item 6
and this Item 4 and any plans or proposals that may from time to
time be discussed or considered by the directors of the Issuer,
including Evan Skorpen, who is a partner at Lead Edge Capital and a
member of the Issuer’s board of directors, in his fiduciary
capacity as a director of the Issuer, the Reporting Persons do not
currently have any plans or proposals that relate to or would
result in any of the actions specified in clause (a) through
(j) of this paragraph.
The Reporting Persons intend to review their investment in the
Issuer from time to time on the basis of various factors, including
the Issuer’s business, financial condition, results of operations
and prospects, general economic and industry conditions, the
securities markets in general and those for the Issuer’s stock in
particular, as well as other developments.
The information set forth in Item 6 hereof is incorporated by
reference in its entirety into this Item 4.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
|
(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 123,435,932 shares of
Common Stock outstanding, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed
with the Securities and Exchange Commission on September 8,
2022.
Fund V directly holds 4,107,410 shares of Common Stock, which
represents approximately 3.3% of the outstanding shares of Common
Stock.
Fund VI directly holds 3,309,217 shares of Common Stock, which
represents approximately 2.7% of the outstanding shares of Common
Stock.
Public Fund directly hold 4,057,654 shares of Common Stock, which
represents approximately 3.3% of the outstanding shares of Common
Stock.
Fund V GP is the general partner of Fund V and in that capacity may
be deemed to have voting and dispositive power over the shares held
by Fund V. Fund VI GP is the general partner of Fund VI and in that
capacity may be deemed to have voting and dispositive power over
the shares held by Fund VI. Public Fund GP is the general partner
of Public Fund and in that capacity may be deemed to have voting
and dispositive power over the shares held by Public Fund. The Lead
Edge Funds are managed by Lead Edge Capital, and each of Mitchell
Green, Nimay Mehta and Brian Neider serve as a managing member of
Lead Edge Capital. By virtue of these relationships, each of Lead
Edge Capital and Messrs. Green, Mehta and Neider may be deemed to
have voting and dispositive power with respect to the shares of
Common Stock owned directly by the Lead Edge Funds.
(c) Information concerning transactions in the shares of Common
Stock effected within the last 60 days by the Reporting Persons is
set forth in Annex I of this Schedule 13D.
(d) Except as described herein, no other person has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, securities covered by this
statement.
(e) Not applicable.