Page 13 of 18 – SEC Filing
(a)-(b) By virtue of their relationships, the Reporting Persons may be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 1,201,485 shares of
Class A Common Stock, which includes (i) 930,596 shares of Class A Common Stock held by SLP Holdco and (ii) 242,889 shares of Class A Common Stock and 28,000 shares of Class A Common Stock underlying call options referenced
in Item 6 held by SLP V Marquee, representing in the aggregate approximately 6.3% of the issued and outstanding Class A Common Stock of the Issuer. For purposes of Section 13(d) of the Exchange Act, the Reporting Persons may be deemed to
have acquired beneficial ownership of the shares of Class A Common Stock underlying such call options. None of the call options, however, currently gives the Reporting Persons direct or indirect voting, investment or dispositive control over
any securities of the Issuer.
The percentages of beneficial ownership in this Schedule 13D are based on 19,025,439 shares of Class A
Common Stock of the Issuer outstanding as of January 31, 2018, as referenced in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2018.
Information with respect to the beneficial ownership of Class A Common Stock by the managing members of SLG and SLP Marquee is set
forth in Annex A-1 and Annex A-2 attached hereto and incorporated herein by reference in response to this Item 5.
(c) Except as set forth in Annex B attached hereto, none of the Reporting Persons have effected any transaction with respect to the
Class A Common Stock during the past 60 days.
(d) Other than as described in this Schedule 13D, no one other than the Reporting
Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The information set forth or incorporated in Item 3 and Item 5 is incorporated by reference in its entirety into this Item 6.
SLP V Marquee currently holds exchange-traded call options, expiring on March 16, 2018, on an aggregate of:
| 8,000 shares of Class A Common Stock with an exercise price of $195.00 per share, |
| 8,000 shares of Class A Common Stock with an exercise price of $200.00 per share, |
| 10,000 shares of Class A Common Stock with an exercise price of $210.00 per share, and |
| 2,000 shares of Class A Common Stock with an exercise price of $220.00 per share. |
SLP V
Marquee sold exchange-traded put options, expiring on March 16, 2018 and which are currently outstanding, that give the holder the right to sell to SLP V Marquee:
| 42,500 shares of Class A Common Stock with an exercise price of $220.00 per share, |
| 52,400 shares of Class A Common Stock with an exercise price of $230.00 per share, |
| 36,800 shares of Class A Common Stock with an exercise price of $240.00 per share, and |
| 10,000 shares of Class A Common Stock with an exercise price of $250.00 per share. |
The put options sold by
SLP V Marquee do not give any of the Reporting Persons direct or indirect voting, investment or dispositive control over any shares of Class A Common Stock, unless and until exercised by the holder of such put options. Accordingly, the Reporting
Persons disclaim any beneficial ownership in any shares of Class A Common Stock that underlie such put options.
| Item 7. | Material to Be Filed as Exhibits. |
| A. | Agreement of Joint Filing by and among the Reporting Persons |
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