SC 13D/A 1 d422233dsc13da.htm SC 13D/A SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Constellation Brands, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
Class A 21036P 10 8
(CUSIP Number)
David M. Silk, Esq.
Victor Goldfeld, Esq.
Wachtell, Lipton, Rosen & Katz
51 W 52nd Street
New York, NY 10019
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d01(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(b) for other parties to whom copies are to be sent.
- 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.
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).
SCHEDULE 13D
CUSIP No. Class A 21036P 10 8
| 1 |
NAME OF REPORTING PERSONS Richard Sands |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION United |
|
| States |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 1,078,304 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 25,425,598 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 25,425,598 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 13.8% |
|
| 14 |
TYPE OF REPORTING |
| PERSON IN |
|
| 1 |
NAME OF REPORTING PERSONS Robert Sands |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION United |
|
| States |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 8,600 |
| 8 |
SHARED VOTING POWER Class A Shares 1,441,249 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 8,600 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 25,788,543 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 25,797,143 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 14.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON IN |
|
| 1 |
NAME OF REPORTING PERSONS Abigail Bennett |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION United |
|
| States |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 37,415 |
| 8 |
SHARED VOTING POWER Class A Shares 0 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 37,415 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 8,031,430 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 8,068,845 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 4.4% |
|
| 14 |
TYPE OF REPORTING |
| PERSON IN |
|
| 1 |
NAME OF REPORTING PERSONS Zachary Stern |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION United |
|
| States |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 33,415 |
| 8 |
SHARED VOTING POWER Class A Shares 41,310 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 33,415 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 8,072,740 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 8,106,155 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 4.4% |
|
| 14 |
TYPE OF REPORTING |
| PERSON IN |
|
| 1 |
NAME OF REPORTING PERSONS Astra Legacy LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 24,347,608 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 0 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 24,347,608 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 13.2% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS A&Z 2015 Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 8,031,430 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 8,031,430 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 8,031,430 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 4.4% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS RSS 2015 Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 1,412,492 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 1,412,492 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 1,412,492 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.8% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS RES Master LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 187,226 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 187,226 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 187,226 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.1% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS RSS Master LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 550,214 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 550,214 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 550,214 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.3% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS RCT 2020 Investments LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 58,333 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 58,333 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 58,333 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS WildStar Partners LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 0 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 24,347,294 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 24,347,294 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 13.2% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS RES Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 5,066,666 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 5,066,666 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 5,066,666 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 2.7% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS SER Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 2,687,544 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 2,687,544 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 2,687,544 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 1.5% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS RHT 2015 Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 350,000 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 350,000 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 350,000 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.2% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS RSS Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 4,518,258 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 4,518,258 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 4,518,258 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 2.4% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS SSR Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 2,164,138 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 2,164,138 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 2,164,138 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 1.2% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS RCT 2015 Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 116,666 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 116,666 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 116,666 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.1% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS MAS Business Holdings LP |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 100 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 100 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 100 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON PN |
|
| 1 |
NAME OF REPORTING PERSONS NSDT 2009 STZ LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 20,695 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 20,695 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 20,695 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS NSDT 2011 STZ LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 20,615 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 20,615 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 20,615 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares |
|
| 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS RSS Business Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 156 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 156 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 0 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 156 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS SSR Business Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 158 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 158 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 0 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 158 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS LES Lauren Holdings LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 80,637 |
| 8 |
SHARED VOTING POWER Class A Shares 0 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 80,637 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 0 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 80,637 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS MES Mackenzie Holdings LLC |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 74,091 |
| 8 |
SHARED VOTING POWER Class A Shares 0 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 74,091 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 0 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 74,091 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 0.0% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
| 1 |
NAME OF REPORTING PERSONS Sands Family Foundation |
| 2 |
CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS OO |
| 5 |
CHECK BOX IF DISCLOSURE OF |
| LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
|
| 6 |
CITIZENSHIP OR PLACE OF |
| ORGANIZATION Virginia |
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
SOLE VOTING POWER Class A Shares 0 |
| 8 |
SHARED VOTING POWER Class A Shares 818,154 |
| 9 |
SOLE DISPOSITIVE POWER Class A Shares 0 |
| 10 |
SHARED DISPOSITIVE POWER Class A Shares |
| 818,154 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Shares 818,154 |
| 12 |
CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
| 13 |
PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW (11) Class A Shares 0.4% |
|
| 14 |
TYPE OF REPORTING |
| PERSON CO |
|
Amendment No. 11 to Schedule 13D
This Amendment is being filed by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy LLC (Astra Legacy), A&Z 2015 Business Holdings LP (A&Z 2015 Holdings), RSS 2015 Business Holdings LP (RSS 2015 Holdings), RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners LLC (WildStar Partners), RES Business Holdings LP (RES Holdings), SER Business Holdings LP (SER Holdings), RHT 2015 Business Holdings LP (RHT 2015 Holdings), RSS Business Holdings LP (RSS Holdings), SSR Business Holdings LP (SSR Holdings), RCT 2015 Business Holdings LP (RCT 2015 Holdings), MAS Business Holdings LP (MAS Holdings), NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Business Management LLC (RSS Management), SSR Business Management LLC (SSR Management), LES Lauren Holdings LLC (LES Holdings), MES Mackenzie Holdings LLC (MES Holdings) and the Sands Family Foundation. All of the foregoing may be deemed to be acting as a group for purposes of Section 13 of the Securities Exchange Act of 1934 (the Exchange Act).
This Amendment amends the amended and restated Schedule 13D filed in October 2001 by Richard Sands, Robert Sands, Marilyn Sands, CWCP-I, a trust for the benefit of Andrew Stern M.D. under the Will of Laurie Sands (the Marital Trust), a trust created under Irrevocable Trust Agreement dated November 18, 1987 (the Grandchildrens Trust), and a stockholders group (the Amended Schedule 13D), as the Schedule 13D was amended by (i) the Schedule 13D Amendment No. 2 filed on August 3, 2006 by Richard Sands, Robert Sands, the Grandchildrens Trust, Laurie Sands Childrens Trust, Richard Sands Childrens Trust, Robert Sands Childrens Trust and Richard Sands Heirs Trust (the Second Amendment), (ii) the Schedule 13D Amendment No. 3 filed on February 17, 2009 by Richard Sands, Robert Sands, CWCP-I, the Marital Trust, Abigail Bennett, RES Holdings, RES Business Management LLC (RES Management), RSS Holdings, RSS Management, and a stockholders group (the Third Amendment), (iii) the Schedule 13D Amendment No. 4 filed on April 30, 2009 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, CWCP-I, the Marital Trust and a stockholders group (the Fourth Amendment), (iv) the Schedule 13D Amendment No. 5 filed on July 8, 2011 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, CWCP-I, CWCP-II and a stockholders group, (v) the Schedule 13D Amendment No. 6 filed on June 12, 2017 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, A&Z 2015 Holdings, A&Z 2015 Business Management LLC (A&Z 2015 Management), RCT 2015 Holdings, RCT 2015 Business Management LLC (RCT 2015 Management), RHT 2015 Holdings, RHT 2015 Business Management LLC (RHT 2015 Management), RSS 2015 Holdings, RSS 2015 Business Management LLC (RSS 2015 Management), WildStar Partners, RRA&Z Holdings LLC (RRA&Z Holdings) and a stockholders group (the Sixth Amendment), (vi) the Schedule 13D Amendment No. 7 filed on January 19, 2018 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy and a stockholders group (the Seventh Amendment), (vii) the Schedule 13D Amendment No. 8 filed on April 2, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Business Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners and a stockholders group (the Eighth Amendment), (viii) the Schedule 13D Amendment No. 9 filed on July 1, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners, RES Holdings, SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR Holdings, RCT 2015 Holdings, MAS Holdings, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings, The Marilyn Sands Master Trust, Sands Family Foundation and a stockholders group (the Ninth Amendment) and (ix) the Schedule 13D Amendment No. 10 filed on November 14, 2022 by Richard Sands, Robert Sands, Abigail Bennett, Zachary Stern, Astra Legacy, A&Z 2015 Holdings, RSS 2015 Holdings, RES Master LLC, RSS Master LLC, RCT 2020 Investments LLC, WildStar Partners, RES Holdings, SER Holdings, RHT 2015 Holdings, RSS Holdings, SSR Holdings, RCT 2015 Holdings, MAS Holdings, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Management, SSR Management, LES Holdings, MES Holdings, The Marilyn Sands Master Trust, Sands Family Foundation and a stockholders group (the Tenth Amendment, together with the Amended Schedule 13D, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth Amendment, the Schedule 13D).
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On November 14, 2022, the Reporting Persons set forth below entered into arrangements with Goldman Sachs & Co. LLC pursuant to which such Reporting Persons agreed to sell the number of shares of Class A Stock set forth by their name below, resulting in an agreement by such Reporting Persons to sell an aggregate of 3,700,002 shares of Class A Stock for $239.06 per share in a transaction structured as a block trade subject to the limitations of Rule 144 of the Securities Act of 1933, as amended.
A&Z 2015 Holdings - 1,233,334 shares
RCT 2015 Holdings - 616,667 shares
RCT 2020 Investments LLC - 616,667 shares
RHT 2015 Holdings - 1,000,000 shares
RES Holdings - 233,334 shares
In connection with such agreement by RES Holdings, 250,000 shares of Class A Stock previously pledged by RES Holdings to Merrill Lynch were removed from pledging.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) (c) of Item 5 of the Schedule 13D are hereby revised and supplemented with the following:
The table below sets forth the shares of Class A Stock beneficially owned by each Reporting Person. The percentages of ownership were calculated on the basis of 184,433,194 shares of Class A Stock outstanding as of November 10, 2022. In the aggregate, the Reporting Persons beneficially own a total of 26,178,670 shares of Class A Stock.
| Name of Beneficial Owner — Richard Sands |
|
1,078,304 |
(1) |
|
25,425,598 |
(1) |
25,425,598 |
13.8 % |
| Robert Sands |
8,600 |
1,441,249 |
(2) |
8,600 |
25,788,543 |
(2) |
25,797,143 |
14.0 % |
| Abigail Bennett |
37,415 |
|
|
37,415 |
8,031,430 |
(3) |
8,068,845 |
4.4 % |
| Zachary Stern |
33,415 |
41,310 |
(4) |
33,415 |
8,072,740 |
(3) |
8,106,155 |
4.4 % |
| Astra Legacy(5) |
|
24,347,608 |
|
|
|
|
24,347,608 |
13.2 % |
| A&Z 2015 Holdings |
|
8,031,430 |
|
|
8,031,430 |
|
8,031,430 |
4.4 % |
| RSS 2015 Holdings |
|
1,412,492 |
|
|
1,412,492 |
|
1,412,492 |
0.8 % |
| RES Master LLC |
|
187,226 |
|
|
187,226 |
|
187,226 |
0.1 % |
| RSS Master LLC |
|
550,214 |
|
|
550,214 |
|
550,214 |
0.3 % |
| RCT 2020 Investments LLC |
|
58,333 |
|
|
58,333 |
|
58,333 |
0.0 % |
| WildStar Partners(7) |
|
|
|
|
24,347,294 |
|
24,347,294 |
13.2 % |
| RES Holdings |
|
5,066,666 |
|
|
5,066,666 |
|
5,066,666 |
2.7 % |
| SER Holdings |
|
2,687,544 |
|
|
2,687,544 |
|
2,687,544 |
1.5 % |
| Name of Beneficial Owner — RHT 2015 Holdings |
|
350,000 |
|
350,000 |
350,000 |
0.2 % |
| RSS Holdings |
|
4,518,258 |
|
4,518,258 |
4,518,258 |
2.4 % |
| SSR Holdings |
|
2,164,138 |
|
2,164,138 |
2,164,138 |
1.2 % |
| RCT 2015 Holdings |
|
116,666 |
|
116,666 |
116,666 |
0.1 % |
| MAS Holdings |
|
100 |
|
100 |
100 |
0.0 % |
| NSDT 2009 STZ LLC |
|
20,695 |
|
20,695 |
20,695 |
0.0 % |
| NSDT 2011 STZ LLC |
|
20,615 |
|
20,615 |
20,615 |
0.0 % |
| RSS Management |
|
156 |
156 |
|
156 |
0.0 % |
| SSR Management |
|
158 |
158 |
|
158 |
0.0 % |
| LES Holdings |
80,637 |
|
80,637 |
|
80,637 |
0.0 % |
| MES Holdings |
74,091 |
|
74,091 |
|
74,091 |
0.0 % |
| Sands Family Foundation |
|
818,154 |
|
818,154 |
818,154 |
0.4 % |
| Total Shares Owned by Reporting Persons |
|
|
|
|
26,178,670 |
|
(1) The reported shares of Class A Stock over which Richard Sands has the shared power to vote or dispose include (i) 874,443 shares of Class A Stock held by two family foundations where Mr. Sands serves as a director and officer, (ii) 43 shares of Class A Stock held by certain trusts for which Mr. Sands serves as co-trustee, of which neither he nor any of his immediate family members are beneficiaries, and (iii) 16,592 shares of Class A Stock held directly by a non-reporting person for which Mr. Sands was granted a power of attorney. Mr. Sands disclaims beneficial ownership of such shares. The reported shares of Class A Stock over which Mr. Sands has the shared power to vote or dispose also include 187,226 shares of Class A Stock held by RES Master LLC, a limited liability company that is wholly owned by a trust for which Mr. Sands serves as trustee and sole beneficiary. The reported shares of Class A Stock over which Mr. Sands has the shared power to dispose also include 24,347,294 shares of Class A Stock held by several family limited partnerships of which Mr. Sands indirectly controls a co-general partner and disclaims beneficial ownership except to the extent of pecuniary interest. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission that Mr. Sands is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Exchange Act or otherwise. Amounts reflected in the table above do not include 15,720 shares of Class A Stock beneficially owned by Richard Sands spouse. Mr. Sands disclaims beneficial ownership of such shares.
(2) The reported shares of Class A Stock over which Robert Sands has the shared power to vote or dispose include (i) 874,443 shares of Class A Stock held by two family foundations where Robert Sands serves as a director and officer and (ii) 16,592 shares of Class A Stock held directly by a non-reporting person for which Mr. Sands was granted a power of attorney. Mr. Sands disclaims beneficial ownership of such shares. The reported shares of Class A Stock over which Mr. Sands has the shared power to vote or dispose also include 550,214 shares of Class A Stock held by RSS Master LLC, a limited liability company that is wholly owned by a trust for which Mr. Sands serves as trustee and sole beneficiary. The reported shares of Class A Stock over which Mr. Sands has the shared power to dispose also include 24,347,294 shares of Class A Stock held by several family limited partnerships of which Mr. Sands indirectly controls a co-general partner and disclaims beneficial ownership except to the extent of pecuniary interest. The reporting of these shares as beneficially owned by Mr. Sands shall not be construed as an admission that Mr. Sands is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Exchange Act or otherwise. Amounts reflected in the table above do not include 21,098 shares of Class A Stock beneficially owned directly, or indirectly, by Robert Sands spouse. Mr. Sands disclaims beneficial ownership of such shares.
(3) The reported shares of Class A Stock over which Abigail Bennett and Zachary Stern have shared power to dispose include 8,031,430 shares of Class A Stock held by A&Z 2015 Holdings. The reporting of such shares as beneficially owned by Ms. Bennett and Mr. Stern shall not be construed as an admission that either of them is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Exchange Act or otherwise.
(4) The reported shares of Class A Stock over which Zachary Stern has the shared power to vote and dispose include 41,310 shares of Class A Stock held by family owned limited liability companies of which Mr. Stern is the manager. The reporting of such shares as beneficially owned by Mr. Stern shall not be construed as an admission that he is the beneficial owner of such shares for purposes of Sections 13(d) or 13(g) of the Exchange Act or otherwise.
(5) Astra Legacy LLC serves as voting manager to various Sands family entities.
(6) Certain shares of Class A Stock have been pledged as set forth in Item 6 below. Subject to the terms of the various credit facilities, the number of shares of Class A Stock pledged to secure the credit facilities may increase or decrease from time to time and may be moved by the applicable pledgors among the various financial institutions from time to time. In the event of noncompliance with certain covenants under the credit facilities, the financial institutions have certain remedies including the right to sell the pledged shares subject to certain protections afforded to the borrowers and pledgors. The numbers and percentages reported with respect to Class A Common Stock do not take into account shares of Class 1 Common Stock owned, if any, or that can be purchased by exercising stock options to acquire shares of Class 1 Common Stock within (60) days of the date hereof.
(7) WildStar Partners has dispositive power over the shares held by various Sands family entities.
None of the Reporting Persons has engaged in any transaction involving any Class A Stock during the past sixty (60) days of the date hereof except as set forth in Item 4 above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The following Reporting Persons have pledged the following shares of Class A Stock to Goldman Sachs Bank USA for loans made to a Sands family investment vehicle (each, a Borrower) under one or more credit facilities:
| Pledgor |
|
| RES Holdings |
950,000 |
| Total Pledged Shares |
950,000 |
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock to Merrill Lynch for loans made to the Borrower under a credit facility:
| Pledgor |
|
| A&Z 2015 Holdings |
2,000,000 |
| RES Holdings |
3,400,000 |
| SER Holdings |
1,350,000 |
| LES Holdings |
80,637 |
| MES Holdings |
74,091 |
| Total Pledged Shares |
7,154,728 |
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock to Manufacturers and Traders Trust Company for loans made to the Borrower under a credit facility:
| Pledgor |
|
| RSS Master LLC |
5,000 |
| RSS Holdings |
875,000 |
| Total Pledged Shares |
880,000 |
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock to Stifel Financial Corp. for loans made to the Borrower under a credit facility:
| Pledgor |
|
| A&Z 2015 Holdings |
218,964 |
| SER Holdings |
781,036 |
| Total Pledged Shares |
1,000,000 |
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock to U.S. Bank for loans made to the Borrower under a credit facility:
| Pledgor |
|
| RSS Holdings |
610,000 |
| SSR Holdings |
215,000 |
| Total Pledged Shares |
825,000 |
The following Reporting Persons (or persons whose shares are reported as beneficially owned by the Reporting Persons) have pledged the following shares of Class A Stock to Wells Fargo for loans made to the Borrower under a credit facility:
| Pledgor |
|
| RES Holdings |
700,000 |
| A&Z 2015 Holdings |
900,000 |
| Total Pledged Shares |
1,600,000 |
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons filing this Amendment, dated November 16, 2022.
Signature
After reasonable inquiry and to the best of the undersigneds knowledge and belief I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 16, 2022 |
|
| /s/ Richard Sands |
|
| Richard Sands |
|
| /s/ Robert Sands |
|
| Robert Sands |
|
| /s/ Abigail Bennett |
|
| Abigail Bennett |
|
| /s/ Zachary Stern |
|
| Zachary Stern |
|
| Astra Legacy LLC |
|
| By: |
/s/ Abigail Bennett |
|
Name: Abigail Bennett |
|
Title: President |
| A&Z 2015 Business Holdings LP |
|
| By: |
WildStar Partners LLC, its co-General Partner |
|
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Chief Executive Officer |
| RSS 2015 Business Holdings LP |
|
| By: |
WildStar Partners LLC, its co-General Partner |
|
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Chief Executive Officer |
| RES Master LLC |
|
| By: |
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Authorized Person |
| RSS Master LLC |
|
| By: |
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Authorized Person |
| RCT 2020 Investments LLC |
|
| By: |
RCT 2015 Business Holdings LP, its sole member |
|
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Authorized Person |
| WildStar Partners LLC |
|
|
/s/ Thomas M. Farace |
|
Name: Thomas M. Farace |
|
Title: Chief Executive Officer |
| RES Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| SER Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| RHT 2015 Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| RSS Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| SSR Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| RSS 2015 Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| RCT 2015 Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| MAS Business Holdings LP |
|
| By: |
WildStar Partners LLC |
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Chief Executive Officer |
|
| NSDT 2009 STZ LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Manager |
|
| NSDT 2011 STZ LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Manager |
|
| RSS Business Management LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Secretary |
|
| SSR Business Management LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| LES Lauren Holdings LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Manager |
|
| MES Mackenzie Holdings LLC |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Manager |
|
| Sands Family Foundation |
|
| /s/ Thomas M. Farace |
|
| Name: Thomas M. Farace |
|
| Title: Secretary |
|