Page 9 of 14 – SEC Filing
The percentages of beneficial ownership in this Schedule 13D are based on 30,322,430 shares of
Common Stock outstanding following the IPO, which reflects 21,750,430 shares of Common Stock outstanding as of May 31, 2017 (after giving effect to the conversion of all outstanding shares of the Issuers convertible preferred stock into
shares of Common Stock and the repurchase by the Issuer of 589,624 shares of Common Stock on June 1, 2017) and the sale by the Issuer of 8,572,000 shares of Common Stock in the IPO, as reported in the Issuers prospectus filed with the
Commission pursuant to Rule 424(b) on June 30, 2017.
Information with respect to the beneficial ownership of Common Stock by the
individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.
(c) Except as set forth in Item 3 to this Schedule 13D, none of the Reporting Persons have effected any transaction in the Issuers
Common Stock during the past 60 days.
(d) 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 4 is incorporated by reference in its entirety into this Item 6.
Amended and Restated Investors Rights Agreement
The Silver Lake Investors are parties to an Amended and Restated Investors Rights Agreement dated as of July 24, 2015, as amended by
the Omnibus Amendment dated June 1, 2017 (the Rights Agreement), with the Issuer and certain other investors of the Issuer (the Other Investors).
Pursuant to the Rights Agreement, the Silver Lake Investors and the Other Investors have the right to require the Issuer to register certain
of their shares of Common Stock under the Securities Act of 1933, as amended (the Securities Act), or to participate in future registrations of securities by the Issuer, under the circumstances described below. If not otherwise
exercised, the rights described below will expire five years following the completion of the IPO, following a change of control of the Issuer or, with respect to any party, at such time as such party holds less than one percent of the Issuers
outstanding shares and is able to sell all of its shares pursuant to Rule 144 of the Securities Act in any 90-day period.
Subject to
specified limitations set forth in the Rights Agreement, beginning six months after the effective date of the IPO, holders of at least 66 and 2/3% of the securities registrable under the Rights Agreement may request in writing that the Issuer
register all or a portion of their registrable shares under the Securities Act if the total amount of registrable shares registered can reasonably be anticipated to have an aggregate offering price of at least $10 million, before deducting
underwriters discounts and commissions related to the issuance. The Issuer is required to effect up to three registrations pursuant to this provision. Subject to specified limitations set forth in the Rights Agreement, the Issuer may delay
filing a registration statement pursuant to this provision for up to 90 days on no more than one occasion in any 12-month period.
In the
event that the Issuer proposes to register any of its shares under the Securities Act, either for its own account or for the account of other security holders, each holder of registrable shares under the Rights Agreement is entitled to notice of
such registration and is entitled to certain piggyback registration rights allowing it to include its shares in such registration, subject to certain marketing and other limitations. Any such limitations on the number of registrable
securities that may be included by such holders must be on a pro-rata basis.
If the Issuer is eligible to file a registration statement
on Form S-3, the holders of a majority of the registrable securities under the Rights Agreement may request in writing that the Issuer file a shelf registration statement to permit the sale or distribution of all or a portion of their registrable
shares if the proposed aggregate offering price of the registrable shares to be registered by the holders requesting registration is at least $1.0 million, subject to the exceptions set forth in the Rights Agreement. The Issuer is required to effect
up to two registrations on Form S-3 pursuant to this provision in any 12-month period and, subject to specified limitations set forth in the Rights Agreement, the Issuer may delay filing a registration statement for 90 days pursuant to this
provision on no more than one occasion in any 12-month period.
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