| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TPHS | Common Stock | 26.2M | Feb 18, 2025 | By Steel IP Investments, LLC | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | This Form 3 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP"), Steel Excel Inc. ("Steel Excel") and Steel IP Investments, LLC ("Steel IP") (collectively, the "Reporting Persons"). Steel Holdings owns a majority of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns a majority of the outstanding shares of common stock of Steel Excel. Steel Excel owns 100% of the membership interests of Steel IP. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Shares"). |
| F2 | Represents (i) 25,862,245 Shares acquired by Steel IP from TPHS Lender LLC ("Seller") in a private secondary transaction pursuant to that certain Stock Purchase Agreement by and among the Issuer, Steel IP and Seller and (ii) 300,000 Shares acquired by Steel IP in an additional simultaneous private secondary transaction. |
| F3 | Represents securities owned directly by Steel IP. By virtue of their relationships with Steel IP discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel may be deemed to beneficially own the securities owned directly by Steel IP. Each of the Reporting Persons disclaims beneficial ownership of the securities held by Steel IP except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
Each of the Reporting Persons may be deemed a "director by deputization" due to their relationship with certain of the directors serving on the board of directors of the Issuer.