Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 PERSON:

  Armon Dadgar

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)  ☐        (b)  ☐

  SEC USE ONLY:

  CITIZENSHIP OR PLACE OF ORGANIZATION:

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  3,157,699⁽¹⁾

  SHARED VOTING POWER

  15,909,288⁽²⁾

  SOLE DISPOSITIVE POWER

  3,157,699⁽¹⁾

  SHARED DISPOSITIVE POWER

  15,909,288⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  19,066,987⁽¹⁾⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

  19.2%⁽³⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

  IN

Consists of (i) 22,669 shares of Class A common stock and 480,916 shares of Class B common stock held of record by Armon Dadgar (the Reporting Person); (ii) 281,994 shares of Class A common stock and 2,057,036 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; and (iii) 315,084 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2022.

Consists of (i) 1,520,000 shares of Class A common stock and 13,680,000 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 70,000 shares of Class A common stock and 639,288 shares of Class B common stock held of record by Black Swan III, LLC which the Reporting Person controls.

The Percent of Class assumes conversion of all of the Reporting Persons Class B common stock into Class A common stock, resulting in a total of 99,122,195 shares of Class A common stock outstanding (which reflects the sum of (x) 81,949,871 shares of Class A common stock outstanding as of December 31, 2022 and (y) 17,172,324 shares of Class A common stock issuable on conversion of the Reporting Persons Class B common stock). Based on the total of 187,968,204 shares of the Issuers common stock outstanding as of December 1, 2022 (as reported in the Issuers Form 10-Q for the quarterly period ended October 31, 2022 filed with the Securities and Exchange Commission on December 7, 2022, and including 106,018,333 shares of Class B common stock), the Reporting Person beneficially owns 10.1% of the Issuers total outstanding common stock as of December 31, 2022.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Names of Person Filing:

Address or principal business office or, if none, residence:

Citizenship:

Title and Class of Securities:

CUSIP No.:

Amount beneficially owned: 19,066,987 ⁽¹⁾⁽²⁾

Percent of class: 19.2% ⁽³⁾

Number of shares as to which the person has:

Consists of (i) 22,669 shares of Class A common stock and 480,916 shares of Class B common stock held of record by the Reporting Person; (ii) 281,994 shares of Class A common stock and 2,057,036 shares of Class B common stock held of record by The Armon Memaran-Dadgar Living Trust for which the Reporting Person serves as trustee; and (iii) 315,084 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2022.

Consists of (i) 1,520,000 shares of Class A common stock and 13,680,000 shares of Class B common stock held of record by Armon Dadgar 2020 Charitable Trust and (ii) 70,000 shares of Class A common stock and 639,288 shares of Class B common stock held of record by Black Swan III, LLC which the Reporting Person controls.

The Percent of Class assumes conversion of all of the Reporting Persons Class B common stock into Class A common stock, resulting in a total of 99,122,195 shares of Class A common stock outstanding (which reflects the sum of (x) 81,949,871 shares of Class A common stock outstanding as of December 31, 2022 and (y) 17,172,324 shares of Class A common stock issuable on conversion of the Reporting Persons Class B common stock). Based on the total of 187,968,204 shares of the Issuers common stock outstanding as of December 1, 2022 (as reported in the Issuers Form 10-Q for the quarterly period ended October 31, 2022 filed with the Securities and Exchange Commission on December 7, 2022, and including 106,018,333 shares of Class B common stock), the Reporting Person beneficially owns 10.1% of the Issuers total outstanding common stock as of December 31, 2022.