Page 9 of 12 – SEC Filing
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The Reporting Persons have no present plan or proposal that would relate to or would result in: (a) the acquisition by a Reporting Person(s) and/or their
affiliates of additional Shares or other securities of the Issuer; (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 (other than the collective nomination of one director by Senja and Hampton under the investors rights
agreement); (e) a material change in the present capitalization or dividend policy of the Issuer; (f) a material change in the Issuers business or structure; (g) changes in the Issuers articles of incorporation or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuers 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) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to those enumerated
above.
Notwithstanding the items described in the prior paragraph, depending on various factors including, without limitation, the price levels of the
Shares and other securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons and their affiliates may in the future take such actions with respect to the Issuer as they deem
appropriate including, without limitation, purchasing additional Shares of the Issuer or other securities of the Issuer, transferring, selling or otherwise disposing some or all of their Shares, engaging in hedging or similar transactions with
respect to the Shares or other securities of the Issuer, engaging in discussions with management, the board of directors of the Issuer, other unitholders of the Issuer and other relevant parties, or changing their intention partially or entirely
with respect to any or all of the matters described in this Item 4 including taking all or some of the actions specified in the previous paragraph . The foregoing is subject to change at any time, and there can be no assurance that any of the
Reporting Persons or their affiliates will take any of the actions set forth above.
Item 5. Interest in Securities of the Issuer.
The calculations of percentage ownership in this Statement are based on 106,431,603 Shares outstanding as set forth in the FTS S-1.
Each of the Reporting Persons has shared voting and dispositive power over 13,340,226 Shares, or 12.5% of the outstanding Shares.
Senja owns and has direct voting and dispositive power over 12,175,935 Shares, or 11.4% of the outstanding Shares. RRJ Capital and RRJ Master have indirect
voting and dispositive power over the Shares owned by Senja.
Hampton owns and has direct voting and dispositive power over 1,164,291 Shares, or 1.1% of
the outstanding Shares. Mr. Ong has indirect voting and dispositive power over the Shares owned by Hampton.
Mr. Ong disclaims beneficial ownership of any
shares owned directly or indirectly by Senja (and RRJ Capital and RRJ Master), except to the extent of his pecuniary interest therein. As such, the shares attributed to Mr. Ong represent a sum of the shares beneficially owned by Senja and Hampton.
The relationships of the Reporting Persons to each other are further described in Item 2.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Except for:
(1) the investors rights agreement described
in Item 2 (and further described in and attached as Exhibit 4.5 to the FTS S-1);
(2) the registration rights agreement entered into by Senja, Hampton and
certain other stockholders of the Issuer (as described in and attached as Exhibit 4.3 to the FTS S-1);
(3) the lock-up agreements entered into by Senja,
Hampton and certain other stockholders of the Issuer (as described in the FTS S-1);
(4) ancillary agreements in relation to the IPO; or
