Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

  NAME OF REPORTING PERSONS

  I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS

  Jacques Frederic Kerrest

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  1,516,236 (1)(3)

  SHARED VOTING POWER

  1,530,043 (2)(3)

  SOLE DISPOSITIVE POWER

  1,516,236 (1)(3)

  SHARED DISPOSITIVE POWER

  1,530,043 (2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,046,279 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.0% (3)(4)(5)

  TYPE OF REPORTING PERSON

  IN

Consists of (i) 17,377 shares of Class A common stock held of record by Mr. Kerrest in an individual capacity, (ii) 227,570 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of December 31, 2021 and (iii) 1,271,289 shares of Class B common stock subject to outstanding options that are exercisable within 60 days of December 31, 2021. The reporting person has sole voting power and sole dispositive power with respect to these shares.

Consists of (i) 1,183,510 shares of Class B common stock held of record by Mr. Kerrest and his wife, as trustees of the Kerrest Family Revocable Trust, (ii) 259,532 shares of Class B common stock held of record by the Commonwealth Trust Company, as trustee of the Kerrest Irrevocable Trust and (iii) 87,001 shares of Class B common stock held of record by KLT 218 Holdings LLC. The reporting person has shared voting power and shared dispositive power only with respect to the shares held by Mr. Kerrest and his wife, as trustees of the Kerrest Family Revocable Trust. Mr. Kerrests father, as the sole member of the investment committee of the Kerrest Irrevocable Trust, has voting and dispositive power with respect to the shares held of record by the Commonwealth Trust Company, as trustee of the Kerrest Irrevocable Trust, and Mr. Kerrest has no voting and dispositive power with respect to such shares. Mr. Kerrests father, as the manager of KLT 218 Holdings LLC, has voting and dispositive power with respect to the shares held of record by KLT 218 Holdings LLC, and Mr. Kerrest has no voting and dispositive power with respect to such shares.

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuers Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuers Amended and Restated Certificate of Incorporation.

The percent of class was calculated based on 149,316,688 shares of Class A common stock and 6,978,492 shares of Class B common stock outstanding as of December 31, 2021.

Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 244,947 shares of Class A common stock and 2,801,332 shares of Class B common stock beneficially owned by the reporting person represent 12.2% of the aggregate combined voting power of the Class A common stock and Class B common stock.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Sole power to vote or direct the vote: 1,516,236

Shared power to vote or to direct the vote: 1,530,043

Sole power to dispose or to direct the disposition of: 1,516,236

Shared power to dispose or to direct the disposition of: 1,530,043

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.