Filing Details

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	SCHEDULE 13D

 

 

	(a)-(c)	This Statement is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
	1.	WP Windstar Investments Ltd, a Cayman Islands exempted company with limited liability (“WP Windstar”), directly holds 230,400 common shares.
	2.	Warburg Pincus (Callisto) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Callisto”), holds approximately 16.7% of the equity interest of WP Windstar.
	3.	Warburg Pincus (Europa) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Europa”), holds approximately 16.2% of the equity interest of WP Windstar.
	4.	Warburg Pincus Global Growth-B (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth-B”), holds approximately 11.7% of the equity interest of WP Windstar.
	5.	Warburg Pincus Global Growth-E (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth-E”), holds approximately 10.0% of the equity interest of WP Windstar.
	6.	Warburg Pincus Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“Warburg Pincus Global Growth Partners”), holds approximately 4.0% of the equity interest of WP Windstar.
	7.	WP Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth Partners”, and together with WP Callisto, WP Europa, WP Global Growth-B, WP Global Growth-E and Warburg Pincus Global Growth Partners, the “WP Global Growth Funds”), holds approximately 1.4% of the equity interest of WP Windstar.
	8.	Warburg Pincus Financial Sector (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector LP”), holds approximately 35.7% of the equity interest of WP Windstar.
	9.	Warburg Pincus Financial Sector-D (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector-D”), holds approximately 1.0% of the equity interest of WP Windstar.
	10.	Warburg Pincus Financial Sector Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector Partners”, and together with WP Financial Sector LP and WP Financial Sector-D, the “WP Financial Sector Funds”), holds approximately 4.0% of the equity interest of WP Windstar.
	11.	Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership (“WPGG Cayman GP”), is the general partner of each of the WP Global Growth Funds.
	12.	Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company (“WPGG Cayman GP LLC”), is the general partner of WPGG Cayman GP.
	13.	Warburg Pincus (Cayman) Financial Sector GP, L.P., a Cayman Islands exempted limited partnership (“WPFS Cayman GP”), is the general partner of each of the WP Financial Sector Funds.

Pursuant to an Agreement and Plan of Merger, dated as of October 9, 2020 (as amended by Amendment No. 1, dated as of November 2, 2020, the “Merger Agreement”), by and among Arch Capital Group Ltd., a Bermuda company limited by shares (“Arch”), the Issuer and Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch, Arch agreed to acquire all of the common shares of the Issuer not already owned by Arch Reinsurance Ltd., a Bermuda company limited by shares and a direct wholly owned subsidiary of Arch (“Arch Re Bermuda”), at a cash purchase price of $35.00 per common share. In connection with the transactions contemplated by the Merger Agreement, the Issuer, Arch Re Bermuda and Gulf Reinsurance Limited (“Gulf Re”) entered into a Voting and Support Agreement, dated as of October 9, 2020, pursuant to which, among other things, each of Arch Re Bermuda and Gulf Re agreed to vote the common shares held by it in favor of the merger. On November 2, 2020, pursuant to an assignment and assumption agreement between Arch and Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch (“Holdco”), Arch assigned its rights under the Merger Agreement to Holdco.

On February 16, 2021, (i) Arch Re Bermuda sold 230,400 common shares to WP Windstar pursuant to a purchase agreement (the “WP Windstar Purchase Agreement”) between WP Windstar and Arch Re Bermuda and (ii) Arch Re Bermuda sold 230,400 common shares in the aggregate to Kelso Investment Associates X, L.P. (“KIA”), KEP X, LLC and KSN Fund X, L.P. (together, the “Kelso Funds”) pursuant to a purchase agreement among the Kelso Funds and Arch Re Bermuda. The foregoing sales are referred to herein as the “Co-Investor Transfers”. Pursuant to the WP Windstar Purchase Agreement, on February 16, 2021, WP Windstar purchased 230,400 common shares from Arch Re Bermuda in a private sale at a price per share equal to $34.66 (which was the closing price of the common shares of the Issuer on February 12, 2021, on the Nasdaq Global Select Market), for an aggregate purchase price equal to $7,985,664.  The funds for WP Windstar’s purchase of the common shares were obtained from borrowing under a secured revolving credit facility with a maximum availability of $3.0 billion and cash on the balance sheet prior to funding.

In connection with the Co-Investor Transfers, (i) WP Windstar entered into a voting and support agreement, dated as of February 16, 2021 (the “WP Windstar Voting and Support Agreement”), with the Issuer, pursuant to which, among other things, WP Windstar agreed to vote the common shares held by it in favor of the merger, and (ii) the Kelso Funds entered into a voting and support agreement, dated as of February 16, 2021, with the Issuer, pursuant to which, among other things, each of the Kelso Funds agreed to vote the common shares held by it in favor of the merger.

To enable Holdco to fund payment of the cash merger consideration, Holdco obtained equity commitments as follows: (i) pursuant to an equity commitment letter, dated as of February 16, 2021 (the “WP Windstar Equity Commitment Letter”), among Holdco, the WP Global Growth Funds, the WP Financial Sector Funds and WP Windstar, the WP Global Growth Funds and the WP Financial Sector Funds committed to make an aggregate cash contribution of up to $201,936,000 and WP Windstar committed to contribute to Holdco the 230,400 common shares of the Issuer owned by WP Windstar, (ii) pursuant to an equity commitment letter, dated as of February 16, 2021, among Holdco and the Kelso Funds, the Kelso Funds have committed to make an aggregate cash contribution of up to $201,936,000 and to contribute to Holdco the 230,400 common shares of the Issuer owned by the Kelso Funds, and (iii) pursuant to an equity commitment letter, dated as of February 16, 2021, between Holdco and Arch Re Bermuda, Arch Re Bermuda committed to make a cash contribution of up to $208,628,000 and to contribute to Holdco the 2,039,200 common shares of the Issuer owned by Arch Re Bermuda (collectively, the “Equity Financing”). The source of funds for the cash commitments of the WP Global Growth Funds and the WP Financial Sector Funds is expected to be capital contributions, including from their respective limited partners, and approximately $100 million of borrowing under a secured revolving credit facility with a maximum availability of $3.0 billion. Upon consummation of the Equity Financing, Arch Re Bermuda will own 40% of Holdco, the Kelso Funds will own 30% of Holdco, and funds managed by WP LLC will own 30% of Holdco. Upon consummation of the merger pursuant to the Merger Agreement, Holdco will be the sole shareholder of the Issuer.

The foregoing descriptions of each of the WP Windstar Purchase Agreement, the WP Windstar Voting and Support Agreement, the WP Windstar Equity Commitment Letter, the Interim Investors Agreement and the Participant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Statement and is incorporated herein by reference.

The information set forth in Items 3 and 6 of this Statement are hereby incorporated by reference into this Item 4.

The purpose of the merger is to enable Holdco to acquire all of the common shares of the Issuer so that Holdco can operate the Issuer as a privately held company while retaining access to the Issuer’s underwriting platform and its licenses in Bermuda, the United States and Europe. The purpose of the Co-Investor Transfers is to enable the common shares transferred to be voted by the transferees in favor of the merger. In addition, in connection with the merger:

(a) and (b) Calculations of the percentage of the common shares beneficially owned are based on a total of 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020.

 

The aggregate number and percentage of the common shares beneficially owned by each Warburg Pincus Reporting Person and, for each Warburg Pincus Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by reference.

 

As of the date hereof, WP Windstar directly holds 230,400 common shares.

 

WP Windstar is controlled by the WP Global Growth Funds and the WP Financial Sector Funds; WPGG Cayman GP is the general partner of each of the WP Global Growth Funds; WPGG Cayman GP LLC is the general partner of WPGG Cayman GP; WPFS Cayman GP is the general partner of each of the WP Financial Sector Funds; WPFS Cayman GP LLC is the general partner of WPFS Cayman GP; WPP II Cayman is the managing member of WPGG Cayman GP LLC and WPFS Cayman GP LLC; WP Bermuda GP is the general partner of WPP II Cayman; and WP LLC is the manager of the WP Global Growth Funds and the WP Financial Sector Funds. Investment and voting decisions with respect to the common shares held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the common shares held by the Warburg Pincus Reporting Persons.

 

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person is the beneficial owner of the common shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose and each of the Warburg Pincus Reporting Persons expressly disclaims beneficial ownership of such common shares.

 

Except as set forth in this Statement, to the best knowledge of the Warburg Pincus Reporting Persons, none of the individuals listed on Schedule A attached hereto beneficially owns any common shares.

In addition, by virtue of the agreements discussed in Item 3 of this Statement, the Warburg Pincus Reporting Persons, the Kelso Funds and Arch may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act.  In the aggregate, such group would beneficially own 2,500,000 common shares, representing 12.57% of the outstanding common shares (based on 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020).

The following table sets forth the beneficial ownership of common shares of the Issuer as of the date hereof by persons that may, together with the Warburg Pincus Reporting Persons, be deemed to comprise a group for purposes of Rule 13d-3 under the Exchange Act.  Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the securities of the Issuer owned of record, or deemed beneficially owned by such persons, and inclusion of these securities in this Statement shall not be deemed an admission of beneficial ownership of all such securities for any purpose.

*Denotes beneficial ownership of less than 1%.

(1) Kelso GP X, L.P. (“Kelso LP”) and Kelso GP X, LLC (“Kelso GP”) may be deemed to have beneficial ownership of the common shares held by Kelso Investment Associates X, L.P. (“KIA”) and KSN Fund X, L.P. (“KSN”) because Kelso LP is the general partner of each of KIA and KSN, and Kelso GP is the general partner of Kelso LP. Each of Kelso LP and Kelso GP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned by KIA or KSN, and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

(c) On February 16, 2021, WP Windstar purchased 230,400 common shares from Arch Re Bermuda in a private sale at a price per share equal to $34.66 (which was the closing price of the common shares of the Issuer on February 12, 2021, on the Nasdaq Global Select Market), for an aggregate purchase price equal to $7,985,664.

Except as set forth in this Statement, none of the Warburg Pincus Reporting Persons or, to the best knowledge of the Warburg Pincus Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has effected any transaction in the common shares in the past 60 days.

 

(d) To the best knowledge of the Warburg Pincus Reporting Persons, no one other than the Warburg Pincus Reporting Persons, or the partners, members or affiliates of the Warburg Pincus Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common shares reported herein as beneficially owned by the Warburg Pincus Reporting Persons.

 

(e) Not applicable.

	Date:	February 26, 2021
	WP WINDSTAR INVESTMENTS LTD
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Director
	WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory

	WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory

	WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS FINANCIAL SECTOR-D (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory

	WARBURG PINCUS FINANCIAL SECTOR PARTNERS (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory

	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P.
	By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS LLC
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Managing Director

		NAME			PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
		Saurabh Agarwal (1)			Member and Managing Director of WP LLC
		Jonas Agesand (2)			Member and Managing Director of WP LLC
		Gregory C. Baecher			Member and Managing Director of WP LLC
		Roy Ben-Dor			Member and Managing Director of WP LLC
		Damon Beyer			Member and Managing Director of WP LLC
		Anthony Robert Buonanno			Member and Managing Director of WP LLC
		Thomas Carella			Member and Managing Director of WP LLC
		Brian Chang			Member and Managing Director of WP LLC
		Ruoxi Chen			Member and Managing Director of WP LLC
		Julian Cheng (5)			Member and Managing Director of WP LLC
		Mark M. Colodny			Member and Managing Director of WP LLC
		Cary J. Davis			Member and Managing Director of WP LLC
		Peter Deming			Member and Managing Director of WP LLC
		Yi Ding (4)			Member and Managing Director of WP LLC
		Yilong Du (5)			Member and Managing Director of WP LLC
		Min Fang (4)			Member and Managing Director of WP LLC
		Adrienne Filipov			Member and Managing Director of WP LLC
		Max Fowinkel (3)			Member and Managing Director of WP LLC
		Eric Friedman			Member and Managing Director of WP LLC
		Timothy F. Geithner			Member, Managing Director and President of WP LLC
		Stephanie Geveda			Member and Managing Director of WP LLC
		Steven G. Glenn			Member and Managing Director of WP LLC
		Jeffrey G. Goldfaden			Member and Managing Director of WP LLC
		David Habachy			Member and Managing Director of WP LLC
		William Blake Holden			Member and Managing Director of WP LLC
		Edward Y. Huang			Member and Managing Director of WP LLC
		Faisal Jamil (6)			Member and Managing Director of WP LLC
		Peter R. Kagan			Member and Managing Director of WP LLC
		Charles R. Kaye			Managing Member and Chief Executive Officer of WP LLC
		Deborah Kerr			Member and Managing Director of WP LLC
		Robert B. Knauss			Member and Managing Director of WP LLC
		Amr Kronfol			Member and Managing Director of WP LLC
		Rajveer Kushwaha			Member and Managing Director of WP LLC
		Vishal Mahadevia			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		Harsha Marti			Member and Managing Director of WP LLC
		Michael Martin			Member and Managing Director of WP LLC
		Vishnu Menon			Member and Managing Director of WP LLC
		Piero Minardi (7)			Member and Managing Director of WP LLC
		Henrique Muramoto (8)			Member and Managing Director of WP LLC
		James Neary			Member and Managing Director of WP LLC
		Hoi Ying Ng (5)			Member and Managing Director of WP LLC
		René Obermann (3)			Member and Managing Director of WP LLC
		James O'Gara			Member and Managing Director of WP LLC
		Narendra Ostawal (1)			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		Andrew Park			Member and Managing Director of WP LLC

		Jeffrey Perlman			Member and Managing Director of WP LLC
		Flavio Porciani (3)			Member and Managing Director of WP LLC
		Chandler Reedy			Member and Managing Director of WP LLC
		David Reis (3)			Member and Managing Director of WP LLC
		John Rowan			Member and Managing Director of WP LLC
		Justin L. Sadrian			Member and Managing Director of WP LLC
		Anish Saraf (1)			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		Adarsh Sarma			Member and Managing Director of WP LLC
		Viraj Sawhney (1)			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		John W. Shearburn			Member and Managing Director of WP LLC
		Leo Long Shi (4)			Member and Managing Director of WP LLC
		Ashutosh Somani			Member and Managing Director of WP LLC
		David Sreter			Member and Managing Director of WP LLC
		Jeffrey Stein			Member and Managing Director of WP LLC
		Alexander Stratoudakis			Member and Managing Director of WP LLC
		Shari Tepper			Member and Managing Director of WP LLC
		Michael Thompson (6)			Member and Managing Director of WP LLC
		Christopher H. Turner			Member and Managing Director of WP LLC
		Zhen Wei (5)			Member and Managing Director of WP LLC
		James W. Wilson			Member and Managing Director of WP LLC
		Bo Xu (4)			Member and Managing Director of WP LLC
		Daniel Zamlong			Member and Managing Director of WP LLC
		Lei Zhang (4)			Member and Managing Director of WP LLC
		Qiqi Zhang (4)			Member and Managing Director of WP LLC
		Langlang Zhou (4)			Member and Managing Director of WP LLC
		Lilian Zhu (4)			Member and Managing Director of WP LLC
		Daniel Zilberman			Member and Managing Director of WP LLC

(1)	Citizen of India
(2)	Citizen of Sweden
(3)	Citizen of Germany
(4)	Citizen of China
(5)	Citizen of Hong Kong
(6)	Citizen of United Kingdom
(7)	Citizen of Italy
(8)	Citizen of Brazil

As of February 25, 2021