| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PX | Class A Common Stock | Conversion of derivative security | +4.29M | 4.29M | Feb 5, 2025 | The Mel Williams Irrevocable Trust u/a/d August 12, 2015 | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PX | Class B Common Stock | Conversion of derivative security | -4.29M | -50% | 4.29M | Feb 5, 2025 | Class A Common Stock | 4.29M | The Mel Williams Irrevocable Trust u/a/d August 12, 2015 | F1, F2, F3 | |||
| holding | PX | Class B Common Stock | 105K | Feb 5, 2025 | Class A Common Stock | 105K | MAW Management Co. | F1, F2, F4 |
| Id | Content |
|---|---|
| F1 | Holders of Class B Common Stock may elect to convert such shares on a one-for-one basis into Class A Common Stock at any time. After a Sunset (as defined below) becomes effective, each share of Class B Common Stock will automatically convert into Class A Common Stock. |
| F2 | Continued from footnote 2: A "Sunset" is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the "Charter")) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter. On February 5, 2025, The Mel Williams Irrevocable Trust u/a/d August 12, 2015 (The "Mel Trust") converted 4,294,857 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. |
| F3 | Represents securities of the Issuer owned directly by the Mel Trust. Alliance Trust Company, as trustee of the Mel Trust, may be deemed to beneficially own the securities of the Issuer owned directly by the Mel Trust. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is a beneficial owner of the securities of the Issuer reported herein. |
| F4 | Represents securities of the Issuer owned directly by MAW Management Co. ("MAW Management"). The Reporting Person, as the manager of MAW Management, may be deemed to beneficially own the securities of the Issuer owned directly by MAW Management. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the Reporting Person is a beneficial owner of the securities of the Issuer reported herein. |
Member of 10% Owner Group. This Form 4 is being filed on behalf of Mel Williams (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's Common Stock. The securities reported herein do not include securities of the Issuer held by any other group member other than those securities held directly or indirectly by the Reporting Person.