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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Reilly Family, LLC¹

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,000,000²

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  9,000,000²

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,000,000

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.9%³

  TYPE OF REPORTING PERSON*

  PN

Formerly known as the Reilly Family Limited Partnership prior to conversion to a limited liability company on October 29, 2019.

Consists of 9,000,000 shares of Class B Common Stock, $0.001 par value per share (the Class B Common Stock), which are convertible into shares of Class A Common Stock, $0.001 par value per share (the Class A Common Stock), on a one-for-one basis.

Assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 9,000,000 shares of Class B Common Stock owned by the Reilly Family, LLC (the RFLLC) listed above were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, the RFLLC would own 9.3% of the Class A Common Stock. Based on 87,263,385 shares outstanding of Class A Common Stock as of October 31, 2022.

  NAMES OF REPORTING PERSONS

  Kevin P. Reilly, Jr.

  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

  11,785,857⁴

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  2,785,857⁵

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,785,857⁴

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  11.6%⁶

  TYPE OF REPORTING PERSON*

  IN

Includes: (i) 423,607 shares of Class A Common Stock and (ii) 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, of which Mr. Reilly is the Executive Manager, 1,796,039 shares of which are held by Grand Pass, L.L.C (Grand Pass) of which Mr. Reilly is the Manager and 566,211 shares of which are held by Ninemile, L.L.C. (Ninemile), of which Mr. Reilly is the Manager. The Executive Manager of the RFLLC exercises sole voting power over the shares held by the RFLLC, but disposition of the shares requires the approval of 75% of the Managers of the RFLLC. The Manager of Grand Pass has sole voting and dispositive power over the shares held by Grand Pass. The Manager of Ninemile exercises sole voting and dispositive power over the shares held by Ninemile.

Includes: (i) 423,607 shares of Class A Common Stock and (ii) 2,362,250 shares of Class B Common Stock, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile.

Assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile, were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, Mr. Reilly would own 12.0% of the Class A Common Stock. Based on 87,263,385 shares outstanding of Class A Common Stock as of October 31, 2022.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Offices or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Ownership (as of December 31, 2022):

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or direct the vote:

Shared power to vote or direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

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.

Certifications.