Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* |
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).
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Dream Holdings LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
52,687,425
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
52,687,425
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
52,687,425
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
65.1%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Dream Aggregator L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
52,687,425
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
52,687,425
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
52,687,425
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
65.1%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Dream Aggregator GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
52,687,425
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
52,687,425
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
52,687,425
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
65.1%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Americas Fund XII (Dream) L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
52,687,425
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
52,687,425
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
52,687,425
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
65.1%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Americas XII (Dream) Blocker Parent L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
30,175,083
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
30,175,083
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
30,175,083
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
51.6%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Americas XII EEA (Dream) Blocker Parent L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
3,752,240
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
3,752,240
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,752,240
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11.7%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Americas XII (Dream II) Blocker Parent L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
99,864
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
99,864
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
99,864
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
0.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates Americas XII AIV L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
86,714,612
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
86,714,612
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
86,714,612
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
75.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Americas XII AIV GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
86,714,612
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
86,714,612
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
86,714,612
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
75.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Wolverine I Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
2,527,740
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
2,527,740
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,527,740
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
8.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Financial Management LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
2,527,740
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
2,527,740
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,527,740
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
8.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Kohlberg Kravis Roberts & Co. L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
2,527,740
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
2,527,740
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,527,740
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
8.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR & Co. GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
2,527,740
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
2,527,740
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,527,740
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
8.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Holdco LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
2,527,740
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
2,527,740
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,527,740
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
8.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR TFO Partners L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,795,818
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,795,818
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,795,818
|
|
|
|
|
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%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates TFO L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,795,818
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,795,818
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,795,818
|
|
|
|
|
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%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR TFO GP Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,795,818
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,795,818
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,795,818
|
|
|
|
|
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%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Custom Equity Opportunities Fund L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
871,604
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
871,604
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
871,604
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates Custom Equity Opportunities L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
871,604
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
871,604
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
871,604
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Custom Equity Opportunities Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
871,604
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
871,604
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
871,604
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR-Milton Strategic Partners L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
6,101,222
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
6,101,222
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,101,222
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
17.8%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates Milton Strategic L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
6,101,222
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
6,101,222
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,101,222
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
17.8%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Milton Strategic Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
6,101,222
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
6,101,222
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
6,101,222
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
17.8%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR NGT (Dream) Blocker Parent L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
8,198,040
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
8,198,040
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
8,198,040
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
22.5%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR NGT (Dream) Blocker Parent (EEA) L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,228,626
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,228,626
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,228,626
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.2%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates NGT L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
9,426,666
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
9,426,666
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9,426,666
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
25.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Next Gen Tech Growth Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
9,426,666
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
9,426,666
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9,426,666
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
25.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
K-PRIME AG Financing LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario, Canada
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
K-PRIME Hedge-Finance GP Limited
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
K-PRIME Aggregator L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Ontario, Canada
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
K-PRIME GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates Group L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Associates Group GP LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
1,307,452
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
1,307,452
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,307,452
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
4.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Group Partnership L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Cayman Islands
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Group Holdings Corp.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Group Co. Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR & Co. Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
KKR Management LLP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Henry R. Kravis
|
|
|
|
|
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
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
George R. Roberts
|
|
|
|
|
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
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
108,745,114
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
108,745,114
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
108,745,114
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.4%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
IN
|
|
|
|
|
STATEMENT ON SCHEDULE 13G
Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the persons listed below under Item 2 (each, a "Reporting Person" and, collectively, the "Reporting
Persons"), have agreed to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of OneStream, Inc. (the "Issuer").
Item 1.
OneStream, Inc.
|
(b) |
Address of Issuer’s Principal Executive Offices:
|
191 N. Chester Street, Birmingham, Michigan 48009
Item 2.
|
(a) |
Name of Persons Filing:
|
|
(i) |
KKR Dream Holdings LLC
|
|
(ii) |
KKR Dream Aggregator L.P.
|
|
(iii) |
KKR Dream Aggregator GP LLC
|
|
(iv) |
KKR Americas Fund XII (Dream) L.P.
|
|
(v) |
KKR Americas XII (Dream) Blocker Parent L.P.
|
|
(vi) |
KKR Americas XII EEA (Dream) Blocker Parent L.P.
|
|
(vii) |
KKR Americas XII (Dream II) Blocker Parent L.P.
|
|
(viii) |
KKR Associates Americas XII AIV L.P.
|
|
(ix) |
KKR Americas XII AIV GP LLC
|
|
(xi) |
KKR Financial Management LLC
|
|
(xii) |
Kohlberg Kravis Roberts & Co. L.P.
|
|
(xv) |
KKR TFO Partners L.P.
|
|
(xvi) |
KKR Associates TFO L.P.
|
|
(xvii) |
KKR TFO GP Limited
|
|
(xviii) |
KKR Custom Equity Opportunities Fund L.P.
|
|
(xix) |
KKR Associates Custom Equity Opportunities L.P.
|
|
(xx) |
KKR Custom Equity Opportunities Limited
|
|
(xxi) |
KKR-Milton Strategic Partners L.P.
|
|
(xxii) |
KKR Associates Milton Strategic L.P.
|
|
(xxiii) |
KKR Milton Strategic Limited
|
|
(xxiv) |
KKR NGT (Dream) Blocker Parent L.P.
|
|
(xxv) |
KKR NGT (Dream) Blocker Parent (EEA) L.P.
|
|
(xxvi) |
KKR Associates NGT L.P.
|
|
(xxvii) |
KKR Next Gen Tech Growth Limited
|
|
(xxviii) |
K-PRIME AG Financing LP
|
|
(xxix) |
K-PRIME Hedge-Finance GP Limited
|
|
(xxx) |
K-PRIME Aggregator L.P.
|
|
(xxxii) |
KKR Associates Group L.P.
|
|
(xxxiii) |
KKR Associates Group GP LLC
|
|
(xxxiv) |
KKR Group Partnership L.P.
|
|
(xxxv) |
KKR Group Holdings Corp.
|
|
(xxxvi) |
KKR Group Co. Inc.
|
|
(xxxviii) |
KKR Management LLP
|
|
(b) |
Address of Principal Business Office, or, if none, Residence:
|
The principal business office for all persons filing (other than Mr. Kravis and Mr. Roberts) is:
30 Hudson Yards
New York, NY 10001
The principal business office for Mr. Kravis is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
See Item 4 of each cover page.
|
(d) |
Title of Class of Securities:
|
Class A Common Stock, par value $0.0001 per share
68278B107
Item 3.
Not applicable.
|
(a) |
Amount beneficially owned:
|
As of September 30, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 108,745,114 shares of Class A Common Stock of the Issuer representing 79.4% of the
outstanding shares of Class A Common Stock, of which:
|
(i) |
KKR Dream Holdings LLC directly held 52,687,425 common units representing limited liability company units of OneStream Software LLC ("Common Units") and an equal number of shares of Class C Common
Stock of the Issuer,
|
|
(ii) |
KKR Americas XII (Dream) Blocker Parent L.P. directly held 30,175,083 shares of Class D Common Stock, par value $0.0001 per share (the "Class D Common Stock"),
|
|
(iii) |
KKR Americas XII EEA (Dream) Blocker Parent L.P. directly held 3,752,240 shares of Class D Common Stock,
|
|
(iv) |
KKR Americas XII (Dream II) Blocker Parent L.P. directly held 99,864 shares of Class D Common Stock,
|
|
(v) |
KKR Wolverine I Ltd. directly held 2,527,740 shares of Class D Common Stock,
|
|
(vi) |
KKR TFO Partners L.P. directly held 1,795,818 shares of Class D Common Stock,
|
|
(vii) |
KKR Custom Equity Opportunities Fund L.P. directly held 871,604 shares of Class D Common Stock,
|
|
(viii) |
KKR-Milton Strategic Partners L.P. directly held 6,101,222 shares of Class D Common Stock,
|
|
(ix) |
KKR NGT (Dream) Blocker Parent L.P. directly held 8,198,040 shares of Class D Common Stock,
|
|
(x) |
KKR NGT (Dream) Blocker Parent (EEA) L.P. directly held 1,228,626 shares of Class D Common Stock, and
|
|
(xi) |
K-PRIME AG Financing LP directly held 1,307,452 shares of Class D Common Stock.
|
Common Units may be redeemed by the holder for shares of Class D Common Stock on a one-for-one basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection
with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis.
Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the
Issuer's initial public offering.
The beneficial ownership percentages set forth herein are calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The outstanding Class A Common Stock
is based on (i) 28,265,084 shares of Class A Common Stock outstanding as of September 30, 2024, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 7, 2024, plus (ii) for
each Reporting Person, an additional number of shares of Class A Common Stock issuable upon the conversion of the Common Units and/or Class D Common Stock beneficially owned by such Reporting Person, as applicable.
Each of:
|
(1) |
KKR Dream Aggregator L.P. (as the sole member of KKR Dream Holdings LLC); KKR Dream Aggregator GP LLC (as the general partner of KKR Dream Aggregator L.P.); KKR Americas Fund XII (Dream) L.P. (as the sole
member of KKR Dream Aggregator GP LLC); KKR Associates Americas XII AIV L.P. (as the general partner of KKR Americas Fund XII (Dream) L.P.); and KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.);
|
|
(2) |
KKR Associates Americas XII AIV L.P. (as the general partner of each of (i) KKR Americas XII (Dream) Blocker Parent L.P., (ii) KKR Americas XII EEA (Dream) Blocker Parent L.P., and (iii) KKR Americas XII (Dream II) Blocker Parent L.P.
(collectively, the "KKR Americas XII (Dream) Blocker Parents")); and KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.);
|
|
(3) |
KKR Financial Management LLC (as the portfolio manager of KKR Wolverine I Ltd.); Kohlberg Kravis Roberts & Co. L.P. (as the sole member of KKR Financial Management LLC); KKR & Co. GP LLC (as the general partner of Kohlberg Kravis
Roberts & Co. L.P.); and KKR Holdco LLC (as the sole member of KKR & Co. GP LLC);
|
|
(4) |
KKR Associates TFO L.P. (as the general partner of KKR TFO Partners L.P.); and KKR TFO GP Limited (as the general partner of KKR Associates TFO L.P.);
|
|
(5) |
KKR Associates Custom Equity Opportunities L.P. (as the general partner of KKR Custom Equity Opportunities Fund L.P.); and KKR Custom Equity Opportunities Limited (as the general partner of KKR Associates Custom Equity Opportunities
L.P.);
|
|
(6) |
KKR Associates Milton Strategic L.P. (as the general partner of KKR-Milton Strategic Partners L.P.); and KKR Milton Strategic Limited (as the general partner of KKR Associates Milton Strategic L.P.);
|
|
(7) |
KKR Associates NGT L.P. (as the general partner of each of (i) KKR NGT (Dream) Blocker Parent L.P. and (ii) KKR NGT (Dream) Blocker Parent (EEA) L.P. (each, a "KKR NGT (Dream) Blocker Parent"); and KKR Next Gen Tech Growth Limited
(as the general partner KKR Associates NGT L.P.);
|
|
(8) |
K-PRIME Hedge-Finance GP Limited (as the general partner of K-PRIME AG Financing LP); K-PRIME Aggregator L.P. (as the sole shareholder of K-PRIME Hedge-Finance GP Limited); K-PRIME GP LLC (as the general partner of K-PRIME Aggregator
L.P.); KKR Associates Group L.P. (as the sole member of K-PRIME GP LLC); and KKR Associates Group GP LLC (as the general partner of KKR Associates Group L.P.); and
|
|
(9) |
KKR Group Partnership L.P. (as the sole member of each of KKR Americas XII AIV GP LLC, KKR Holdco LLC, and KKR Associates Group GP LLC, and the sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR
Milton Strategic Limited, and KKR Next Gen Tech Growth Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR & Co. Inc.
(as the sole shareholder of KKR Group Co. Inc.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Henry R. Kravis and George R. Roberts (as the founding
partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities directly held by each of KKR Dream Holdings LLC, the KKR Americas XII (Dream) Blocker Parents,
KKR Wolverine I Ltd., KKR TFO Partners L.P., KKR Custom Equity Opportunities Fund L.P., KKR-Milton Strategic Partners L.P., the KKR NGT (Dream) Blocker Parents, and K-PRIME AG Financing LP; however, each disclaims beneficial ownership of
such securities.
|
See Item 4(a) above and Item 11 of each cover page.
|
(c) |
Number of shares as to which the person has:
|
|
(i) |
Sole power to vote or to direct the vote
|
See Item 5 of each cover page.
|
(ii) |
Shared power to vote or to direct the vote
|
See Item 6 of each cover page.
|
(iii) |
Sole power to dispose or to direct the disposition of
|
See Item 7 of each cover page.
|
(iv) |
Shared power to dispose or to direct the disposition of
|
See Item 8 of each cover page.
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
See Item 4(a) above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock.
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.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 13, 2024
|
KKR DREAM HOLDINGS LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR DREAM AGGREGATOR L.P.
|
|
|
|
By:
|
KKR Dream Aggregator GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR DREAM AGGREGATOR GP LLC
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR AMERICAS FUND XII (DREAM) L.P.
|
|
|
|
By:
|
KKR Associates Americas XII AIV L.P., its general partner
|
|
By:
|
KKR Americas XII AIV GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
|
KKR AMERICAS XII (DREAM) BLOCKER PARENT L.P.
|
|
|
|
|
By:
|
KKR Associates Americas XII AIV L.P., its general partner
|
|
By:
|
KKR Americas XII AIV GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
KKR AMERICAS XII EEA (DREAM) BLOCKER PARENT L.P.
|
|
|
|
By:
|
KKR Associates Americas XII AIV L.P., its general partner
|
|
By:
|
KKR Americas XII AIV GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR AMERICAS XII (DREAM II) BLOCKER PARENT L.P.
|
|
|
|
|
By:
|
KKR Associates Americas XII AIV L.P., its general partner
|
|
By:
|
KKR Americas XII AIV GP LLC, its general partner
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
|
KKR ASSOCIATES AMERICAS XII AIV L.P.
|
|
|
|
By:
|
KKR Americas XII AIV GP LLC, its general partner
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR AMERICAS XII AIV GP LLC
|
|
|
|
By:
|
/s/ Christopher Lee |
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR WOLVERINE I LTD.
|
|
|
|
By:
|
KKR Financial Management LLC, its portfolio manager |
|
|
|
By: |
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
KKR FINANCIAL MANAGEMENT LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KOHLBERG KRAVIS ROBERTS & CO. L.P.
|
|
|
|
By:
|
KKR & Co. GP LLC, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR & CO. GP LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR HOLDCO LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR TFO PARTNERS L.P.
|
|
|
|
By:
|
KKR Associates TFO L.P., its general partner |
|
By:
|
KKR TFO GP Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jeffrey Van Horn, Vice President
|
|
|
|
|
KKR ASSOCIATES TFO L.P.
|
|
|
|
By:
|
KKR TFO GP Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jeffrey Van Horn, Vice President
|
|
|
|
KKR TFO GP LIMITED
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jeffrey Van Horn, Vice President
|
|
KKR CUSTOM EQUITY OPPORTUNITIES FUND L.P.
|
|
|
|
By:
|
KKR Associates Custom Equity Opportunities L.P., its general partner
|
|
By:
|
KKR Custom Equity Opportunities Limited, its general partner
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
KKR ASSOCIATES CUSTOM EQUITY OPPORTUNITIES L.P.
|
|
|
|
By:
|
KKR Custom Equity Opportunities Limited, its general partner
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR CUSTOM EQUITY OPPORTUNITIES LIMITED
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR-MILTON STRATEGIC PARTNERS L.P.
|
|
|
|
By:
|
KKR Associates Milton Strategic L.P., its general partner |
|
By:
|
KKR Milton Strategic Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR ASSOCIATES MILTON STRATEGIC L.P.
|
|
|
|
By:
|
KKR Milton Strategic Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee |
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR MILTON STRATEGIC LIMITED
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
KKR NGT (DREAM) BLOCKER PARENT L.P.
|
|
|
|
By:
|
KKR Associates NGT L.P., its general partner |
|
By:
|
KKR Next Gen Tech Growth Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR NGT (DREAM) BLOCKER PARENT (EEA) L.P.
|
|
|
|
By:
|
KKR Associates NGT L.P., its general partner |
|
By:
|
KKR Next Gen Tech Growth Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR ASSOCIATES NGT L.P.
|
|
|
|
By:
|
KKR Next Gen Tech Growth Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR NEXT GEN TECH GROWTH LIMITED
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
K-PRIME AG FINANCING LP
|
|
|
|
By:
|
K-PRIME Hedge-Finance GP Limited, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
K-PRIME HEDGE-FINANCE GP LIMITED
|
|
|
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By:
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/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
By:
|
K-PRIME GP LLC, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
K-PRIME GP LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Assistant Secretary |
|
|
|
KKR ASSOCIATES GROUP L.P.
|
|
|
|
By:
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KKR Associates Group GP LLC, its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR ASSOCIATES GROUP GP LLC
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR GROUP PARTNERSHIP L.P.
|
|
|
|
By:
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KKR Group Holdings Corp., its general partner |
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR GROUP HOLDINGS CORP.
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
|
|
|
KKR GROUP CO. INC.
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee |
|
Title:
|
Secretary |
|
|
|
KKR & CO. INC.
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
|
KKR MANAGEMENT LLP
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
|
|
|
HENRY R. KRAVIS
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
|
|
|
GEORGE R. ROBERTS
|
|
|
|
|
By:
|
/s/ Christopher Lee
|
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
EXHIBITS
Exhibit
Number
|
|
Title
|
|
|
|
|
|
Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
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|