Page 8 of 14 – SEC Filing
| Item 4. | Purpose of the Transaction. |
The information set forth in or incorporated by reference
in Item 3 and Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Each of the
Reporting Persons acquired the Common Stock for investment purposes.
Mr. Adam Grosser, Managing Director at Silver Lake Kraftwerk,
currently serves as a member of the board of directors of the Issuer.
As described further in Item 6 below, the Silver Lake
Investors are parties to a Note Purchase Agreement pursuant to which the Silver Lake Investors have agreed to purchase from the Issuer, at the Issuers election, one or more subordinated convertible promissory notes (Convertible
Notes) having an aggregate maximum principal amount of $6,231,607.50, in the case of SLK, and $193,392.50, in the case of SLTIK. At any time on or after December 1, 2019, at the Issuers election, the Issuer may convert the amounts
outstanding under the Convertible Notes held by the Silver Lake Investors, if any, into shares of Common Stock at a price of $7.00 per share, the offering price per share in the Issuers IPO.
Although no Reporting Person currently has any specific plan or proposal to sell the Common Stock and/or otherwise increase or decrease their
investment in the Issuer, each Reporting Person, consistent with its investment purpose and subject to the agreements described in Item 6 below, at any time and from time to time may acquire additional shares of Common Stock or securities
exercisable for or into shares of Common Stock or dispose of any or all of its shares of Common Stock (including, without limitation, distributing some or all of such shares of Common Stock to such Reporting Persons members, partners,
stockholders or beneficiaries, as applicable and in accordance with the agreements described in Item 6 below), depending upon an ongoing evaluation of its investment in the Common Stock, the price and availability of the Issuers
securities, the Issuers business and the Issuers prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other
investment considerations. Subject to the terms of the Amended and Restated Investors Rights Agreement (described in Item 6 below), the Reporting Persons may request or demand a registration statement be filed by the Issuer and be made
available and effective so that they may, if they later decide, deliver to the Issuer take-down notices in connection therewith or otherwise to sell shares of Common Stock utilizing such registration statement.
Each Reporting Person, solely in its capacity as a shareholder of the Issuer may engage in communications with one or more other shareholders
or other securityholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its
operations. Each of the Reporting Persons, in its capacity as a shareholder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.
Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Annex A
attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or
reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the
operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items
4(a) through (j) of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11
and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) (b) By virtue of the relationships and agreements among the Reporting Persons described herein, the Reporting Persons may be
deemed to constitute a group within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934 (the
Exchange Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 5,408,450 shares of Common Stock of the Issuer, which includes 5,245,658 shares of Common Stock held by SLK and 162,792 shares of Common
Stock held by SLTIK, representing in the aggregate approximately 17.8% of the issued and outstanding shares of Common Stock of the Issuer.
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