Filing Details

1

NAMES OF REPORTING PERSONS

 

 

Paul Cahill Sciarra

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

37,482,615 (1)(2)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

37,482,615 (1)(2)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

37,482,615 (1)(2)

 

 

 

 

10

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

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

6.0% (3)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IN

 

 

 

 

(a) – (c)

Name of Persons Filing; Address; Citizenship:

Name: Paul Cahill Sciarra

c/o Baker Hostetler LLP

1801 California Street, Suite 4400

Denver, CO 80202

Citizenship: United States

(d)

Title of Class of Securities:

Class A Common Stock, $0.00001 par value (the “Class A Common Stock”)

(e)

CUSIP Number:

72352L106

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) and (b)

The Sciarra Management Trust, of which Paul Cahill Sciarra is trustee, beneficially owns 29,667,139 shares of Class B Common Stock of the Issuer (the “Class B Common Stock”). Mr. Sciarra, in his capacity as trustee of the trust, has voting, investment and dispositive power over the shares beneficially owned by the trust. In addition, the PCS Remainder Trust beneficially owns 7,815,476 shares of Class B Common Stock. Mr. Sciarra, in his capacity as the protector of the PCS Remainder Trust, has the authority to remove and replace the trustee of the PCS Remainder Trust and as such may be deemed to have voting, investment and dispositive power over the shares beneficially owned by the trust. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer’s Class A common stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer and under certain other circumstances described in the Issuer’s certificate of incorporation. Accordingly, the reporting person may be deemed to have beneficial ownership of 37,482,615 shares of Class A Common Stock, which represents approximately 6.0% of the outstanding shares of Class A Common Stock as calculated based on Rule 13d-3 of the Securities Exchange Act of 1934.

(c)

Number of shares as to which such person has:

Paul Cahill Sciarra

37,482,615

0

37,482,615

0

Date: February 5, 2024

By:

/s/ Paul Cahill Sciarra

Paul Cahill Sciarra