Filing Details
- Accession Number:
- 0001104659-21-142520
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-21 19:00:00
- Filed By:
- Rt-icon Holdings Llc
- Company:
- Plby Group Inc.
- Filing Date:
- 2021-11-22
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| RT-ICON Holdings | 8,500,524 | 0 | 8,500,524 | 0 | 8,500,524 | 20.54% |
| Suhail Rizvi | 14,328,976 | 0 | 14,328,976 | 0 | 14,328,976 | 34.63% |
| John Giampetroni | 14,328,976 | 0 | 14,328,976 | 0 | 14,328,976 | 34.63% |
| Rizvi Traverse Management | 10,654,882 | 0 | 10,654,882 | 0 | 10,654,882 | 25.75% |
| RTM-ICON | 8,984,837 | 0 | 8,984,837 | 0 | 8,984,837 | 21.71% |
| Rizvi Opportunistic Equity Fund II | 3,534,530 | 0 | 3,534,530 | 0 | 3,534,530 | 8.54% |
| Rizvi Traverse GP II | 3,534,530 | 0 | 3,534,530 | 0 | 3,534,530 | 8.54% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 2)*
PLBY Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
72814P109
(CUSIP Number)
Audrey
DiMarzo
801 Northpoint Parkway, Suite 129
West Palm Beach, FL 33407
(248) 594-4776
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 18, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP: 72814P 109
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| 1 | NAMES OF REPORTING PERSONS
RT-ICON Holdings LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
| 7 | SOLE VOTING POWER
8,500,524 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
8,500,524 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500,524 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.54% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by RT-ICON Holdings LLC (“RT-ICON”). RTM-ICON, LLC (“RTM-ICON”) is the manager of RT-ICON and Rizvi Traverse Management, LLC (“Rizvi Traverse,” and with RT-ICON, RTM-ICON, Rizvi Opportunistic Equity Fund II, L.P. (“ROEF II”), Rizvi Traverse GP II, LLC (“RT GP II”) and Messrs. Rizvi and Giampetroni, each a “Reporting Person”) is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
Suhail Rizvi | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
NUMBER OF
| 7 | SOLE VOTING POWER
14,328,976 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
14,328,976 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,328,976 (1)(2)(3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.63% (4) | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
(1) Includes shares held directly by RT-ICON, Rizvi Opportunistic Equity Fund (TI), L.P. (“ROEF (TI)”), Rizvi Opportunistic Equity Fund I-B (TI), L.P. (“ROEF I-B (TI)”), Rizvi Opportunistic Equity Fund I-B, L.P. (“ROEF I-B”), Rizvi Opportunistic Equity Fund, L.P. (“ROEF”), Rizvi Traverse Partners, LLC (“RTP LLC”) and RT-ICON FF LLC (“RT FF”) (collectively, the “Rizvi Traverse Entities”). RTM-ICON is the manager of RT-ICON and RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(3) Includes shares held directly by Rizvi Traverse Partners II, LLC (“RTP II LLC”). Rizvi Traverse Management II, LLC (“RTM II”) is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(4) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
John Giampetroni | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
NUMBER OF
| 7 | SOLE VOTING POWER
14,328,976 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
14,328,976 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,328,976 (1)(2)(3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.63% (4) | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON is the manager of RT-ICON and RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(3) Includes shares held directly by RTP II LLC. RTM II is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(4) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
Rizvi Traverse Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
| 7 | SOLE VOTING POWER
10,654,882 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
10,654,882 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,654,882 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.75% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON is the manager of RT-ICON and RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
RTM-ICON LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
| 7 | SOLE VOTING POWER
8,984,837 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
8,984,837 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,984,837 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.71% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by RT-ICON and RT FF. RTM-ICON is the manager of each of RT-ICON and RT FF, and Rizvi Traverse is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RT-ICON and RT FF, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
Rizvi Opportunistic Equity Fund II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
| 7 | SOLE VOTING POWER
3,534,530 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
3,534,530 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,534,530 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.54% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| 1 | NAMES OF REPORTING PERSONS
Rizvi Traverse GP II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF
| 7 | SOLE VOTING POWER
3,534,530 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
3,534,530 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,534,530 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.54% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
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| Item 1. | Security and Issuer |
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D supplements and amends the Statement on Schedule 13D of the Reporting Persons (as defined below) originally filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on June 16, 2021 (as amended, the “Statement”). The Statement relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of PLBY Group, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 10960 Wilshire Blvd., Suite 2200, Los Angeles, California 90024. The Common Stock is listed on The Nasdaq Global Market and trades under the symbol “PLBY.”
This Amendment No. 2 is being filed to (i) report that on November 18, 2021, RT-ICON (as defined below) effected a pro rata in-kind distribution of an aggregate of 8,500,523 shares of Common Stock to its members for no consideration, in a transaction exempt from the requirements of the Securities Act of 1933, as amended and (ii) add Rizvi Opportunistic Equity Fund II, L.P. and Rizvi Traverse GP II, LLC as Reporting Persons, pursuant to the Joint Filing Agreement attached hereto as Exhibit 99.7.
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. This Amendment No. 2 should be read together with the Statement.
| Item 2. | Identity and Background |
Item 2 is amended and restated in its entirety as follows:
This Statement is being filed jointly by the following (each, a “Reporting Person,” and, collectively, the “Reporting Persons”): (1) RT-ICON Holdings LLC, a Delaware limited liability company (“RT-ICON”); (2) John Giampetroni, a citizen of the United States; (3) Suhail Rizvi, a citizen of the United States; (4) Rizvi Traverse Management, LLC, a Delaware limited liability company (“Rizvi Traverse”); (5) RTM-ICON LLC, a Delaware limited liability company (“RTM-ICON”); (6) Rizvi Opportunistic Equity Fund II, L.P., a Delaware limited partnership (“ROEF II”); and (7) Rizvi Traverse GP II, LLC, a Delaware limited liability company (“RT GP II”).
The address of the principal office of each of the Reporting Persons is c/o Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, Florida 33407.
RTM-ICON is the manager of RT-ICON and Rizvi Traverse is the sole member of RTM-ICON. Messrs. Rizvi and Giampetroni are the managers of Rizvi Traverse. In addition, Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Master, LLC, of which Mr. Rizvi serves as manager.
RT GP II is the general partner of ROEF II. Messrs. Rizvi and Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund II, L.P., but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
RT-ICON is primarily engaged in the business of investing in securities of the Issuer. Rizvi Traverse and ROEF II are primarily engaged in the business of investing in securities. RTM-ICON is primarily engaged in the business of serving as the manager of RT-ICON. RT GP II is primarily engaged in the business of serving as the general partner of ROEF II.
Mr. Rizvi’s present principal occupation or employment is serving as co-founder and Chief Investment Officer of Rizvi Traverse, manager of Rizvi Master, LLC and Chairman of the Issuer. Mr. Giampetroni’s present principal occupation or employment is serving as co-founder, Chief Operating Officer and member of the Investment Committee of Rizvi Traverse.
During the past five years, none of the Reporting Persons, nor any director, executive officer or controlling person of any of the Reporting Persons, have (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
The response to Item 4 of each cover page is incorporated herein by reference for each Reporting Person’s citizenship.
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| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended to add the following:
On November 18, 2021, RT-ICON effected a pro rata in-kind distribution of an aggregate of 8,500,523 shares of Common Stock to its members for no consideration, in a transaction exempt from the requirements of the Securities Act of 1933. Following such distribution, RT-ICON continues to beneficially own 8,500,524 shares of Common Stock and ROEF II beneficially owns 3,534,530 shares of Common Stock.
On November 18, 2021, Rizvi Master, LLC, an entity controlled by Mr. Rizvi, sold 50,000 shares of Common Stock in a series of transactions on the open market, at prices ranging from $36.65 to $43.14 per share and at a weighted average price of $39.43 per share.
| Item 5. | Interest in Securities of the Issuer |
The responses set forth on rows 7 through 13 of the cover pages of this Statement, as of the date hereof, and Item 3 are incorporated by reference in this Item 5.
(a) and (b) – The following responses are based on 41,380,183 shares of common stock of the Issuer outstanding as of November 12, 2021 as set forth in the Issuer’s Rule 424(b)(3) Prospectus and the Quarterly Report on Form 10-Q filed with the SEC on November 18, 2021 and November 15, 2021, respectively.
(c) – Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.
(d) – Not applicable.
(e) – Not applicable.
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| Item 7. | Materials to be Filed as Exhibits |
The following documents are filed as exhibits hereto:
* Previously filed.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 22, 2021 | RT-ICON Holdings LLC By: RTM-ICON, LLC, its Manager | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | President | |
| Dated: November 22, 2021 | By: | /s/ Suhail Rizvi |
| Dated: November 22, 2021 | By: | /s/ John Giampetroni |
| Dated: November 22, 2021 | Rizvi Opportunistic Equity Fund II, L.P. By: Rizvi Traverse GP II, LLC, its General Partner | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Managing Director | |
| Dated: November 22, 2021 | Rizvi Traverse Management, LLC | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Chief Investment Officer | |
| Dated: November 22, 2021 | RTM-ICON, LLC | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | President | |
| Dated: November 22, 2021 | Rizvi Traverse GP II, LLC | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Managing Director | |
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