Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed with the SEC on July 9, 2018 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 4, the “Schedule 13D”), by the Reporting Person relating to Class A Common Stock of the New Issuer. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D.

Item 2 of the Schedule 13D is hereby deleted in its entirety and replaced with the following:

The Schedule 13D is being filed by Gautam Patel (the “Reporting Person”).

The present principal occupation of the Reporting Person is serving as President of Cepheid Capital, LLC and President of Tattva Fiduciary Company (“Tattva”). The Reporting Person is also the sole owner of Tattva.

The T-Twelve Legacy Trust dated December 8, 2006 (the “T-Twelve Trust”) is an irrevocable trust governed by the laws of the State of Nevada, of which Tattva is the sole trustee.

The Falcon Trust dated December 11, 2001 (the “Falcon Trust”) is an irrevocable trust governed by the laws of the State of Nevada, of which Tattva is the sole trustee.

The AHPPCB Legacy Trust U/A February 1, 2014 (the “Legacy Trust” and, together with the T-Twelve Trust and the Falcon Trust, the “Trusts”) is an irrevocable trust governed by the laws of the State of Nevada, of which Tattva is the sole trustee.  Tattva is also the sole trustee of certain other trusts that hold Class A Common Stock of the New Issuer.

The business address of the Reporting Person is 1 John Street, #9D, Brooklyn, NY 11201.

The business address of each of the Trusts is c/o Sierra Fiduciary Support Services, 100 West Liberty Way, 10th Floor, Reno, Nevada 89501.

During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 finding any violation with respect to such laws.

The disclosure in Item 4 is hereby amended and supplemented by adding the following:

Tattva was designated as the sole trustee of the Legacy Trust on December 1, 2021.  In connection with the settlement of the First Merger and the Second Merger, Tattva and the New Issuer determined that the Legacy Trust holds 3,073,298 shares of the Class A Common Stock of the Issuer which, although reported to Tattva after Tattva was designated as its sole trustee, were not previously reflected as being beneficially owned by the Reporting Person in the Schedule 13D due to a clerical error.  The Reporting Person is filing this Amendment No. 4 to add the shares of Class A Common Stock held by the Legacy Trust to the shares of Class A Common Stock disclosed as being beneficially owned by the Reporting Person due to his position with, and ownership of, Tattva.

The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Class A Common Stock as to which the Reporting Person has the 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 of, as of the date hereof, based on 306,544,199 shares of Class A Common Stock outstanding, as described in the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer’s Form 8-K, filed on November 8, 2023:

The Reporting Person owns directly (i) 374,318 shares of Class A Common Stock, (ii) 24,977 shares of Class A Common Stock issuable upon exercise of options exercisable for $15.01 per share, which expire on May 7, 2028 and (iii) 28,044 shares of Class A Common Stock issuable upon exercise of options exercisable for $14.05 per share, which expire on May 6, 2029; and may be deemed to beneficially own 33,458,067 shares of Class A Common Stock held of record by the Trusts controlled by the Reporting Person.

 

 

 

SIGNATURES

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.

Date: December 1, 2023