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CUSIP No. 538146101 |
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13G |
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Page 6 of 7 |
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
VCM and each of VCLLC and Mr. Slusky are filing this report pursuant to Rule 13d-1(b) of the Exchange Act in
accordance with Rule 13d1(b)(1)(ii)(E) and Rule 240.13d1(b)(1)(ii)(G), respectively.
The responses to Items 5-11 of each Reporting Persons cover page of this Schedule 13G are incorporated herein by
reference.
As of November 9, 2023, the beneficial ownership of each Reporting Person was determined based on 80,842,202 shares of the Issuers
Common Stock issued and outstanding on November 3, 2023, as reported in the Issuers Quarterly Report on Form 10-Q ended September 30, 2023, filed with the SEC on November 9, 2023 (the
Form 10-Q). The percentages reported in this Schedule 13G are based on 87,604,866 shares of the Issuers Common Stock issued and outstanding based on the sum of (i) 80,842,202 shares of
Common Stock outstanding on November 3, 2023, as reported in the Form 10-Q, plus (ii) 4,609,520 shares of Common Stock issued by the Issuer on November 14, 2023, as reported in the Issuers
Current Report on Form 8-K, dated November 14, 2023, filed with the SEC on November 17, 2023, plus (iii) 2,153,144 shares of Common Stock issued by the Issuer on November 30, 2023, as reported
in the Issuers Current Report on Form 8-K, dated November 30, 2023, filed with the SEC on December 6, 2023.
Pursuant to Rule 13d-4 under the Exchange Act, each of VCM, VCLLC and Mr. Slusky disclaims beneficial ownership
of the Common Stock owned by VCVI, except to the extent of its or his pecuniary interest, if any, therein. The inclusion of the Common Stock in this report shall not be deemed an admission by such Reporting Person of beneficial ownership for any
other purpose.
Item 5. |
Ownership of 5 Percent or Less of a Class. |
Not applicable.
Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person. |
In addition to the Reporting Persons, the general partner of VCVI, Vector Capital Partners VI, L.P. (VCPVI LP), and its general partner, Vector
Capital Partners VI, Ltd. (VCPVI Ltd.), each organized under the laws of the Cayman Islands, may be deemed to beneficially own the Common Stock owned by VCVI in the event of the termination of the investment management agreement between
VCVI and VCM. Pursuant to Rule 13d-4 under the Exchange Act, each of VCM, VCLLC and Mr. Slusky disclaims beneficial ownership of the Common Stock owned by VCVI, except to the extent of its or his
pecuniary interest, if any, therein. The inclusion of the Common Stock in this report shall not be deemed an admission by such Reporting Person of beneficial ownership for any other purpose.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a11.