Page 3 of 12 – SEC Filing
CUSIP No. 339750 10 1 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
* Consists of (1) 775,756 shares of Class A common stock held by FS Affiliates VI, L.P. (FS Affiliates VI), (2) 18,262,008 shares of Class A common stock held by FS Equity Partners VI, L.P. (FS Equity VI and, collectively with FS Affiliates VI and their respective affiliates, Freeman Spogli), (3) 52,192,278 shares of Class A common stock held by Ares Corporate Opportunities Fund III, L.P. (ACOF), (4) 255,715 shares of the Issuers Class C common stock held by FS Affiliates VI, which are currently convertible at the election of FS Affiliates VI, into shares of the Issuers Class A common stock pursuant to the Issuers restated certificate of incorporation (the Charter), and (5) 3,374,754 shares of the Issuers Class C common stock held by FS Equity VI, which are currently convertible at the election of FS Equity VI into shares of the Issuers Class A common stock pursuant to the Charter assuming that FS Affiliates VI converts the all of its shares of the Issuers Class C common stock and FS Equity VI converts the maximum number of its shares of the Issuers Class C common stock allowed pursuant to the Charter assuming a full conversion of FS Affiliates VIs Class C common stock. Freeman Spogli may convert shares of Class C common stock into shares of the Issuers Class A common stock, in whole or in part, at any time and from time to time at its option, on a one for one basis so long as at such time either ACOF and its affiliates or Freeman Spogli do not own more than 24.9% of the Common Stock after giving effect to any such conversion (See Item 5).. The Reporting Person hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the shares held by ACOF.
** Consists of (1) 775,756 shares of Class A common stock held by FS Affiliates VI and (2) 255,715 shares of the Issuers Class C common stock held by FS Affiliates VI, which are currently convertible at the election of FS Affiliates VI into shares of the Issuers Class A common stock pursuant to the Issuers Charter.
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