Item 4.

Ownership.

 

(a)

Amount beneficially owned:

The ownership percentages set forth below calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), are based on 131,075,034 shares of Class A Common Stock outstanding as of December 4, 2017, as reported in the prospectus supplement dated December 4, 2017, filed by the Issuer with the Securities and Exchange Commission on December 5, 2017, plus the number of shares of Class A Common Stock that may be received upon exchange of limited liability company units of Desert Newco, LLC and an equal number of shares of Class B Common Stock of the Issuer (collectively, “Units of Desert Newco, LLC” and which together are exchangeable on a one-for-one basis for shares of Class A Common Stock of the Issuer) beneficially owned by the Reporting Person.

KKR 2006 GDG may be deemed to be the beneficial owner of 5,110,409 shares of Class A Common Stock of the Issuer, which represents 3.9% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3.

GDG Co-Invest may be deemed to be the beneficial owner of the 2,401,535 shares of Class A Common Stock of the Issuer, which represents 1.8% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. GDG Co-Invest GP LLC (as the general partner of GDG Co-Invest) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by GDG Co-Invest, but disclaims beneficial ownership of such shares.

KKR 2006 Fund may be deemed to be the beneficial owner of 7,373,421 shares of Class A Common Stock of the Issuer, consisting of the 374,147 shares of Class A Common Stock and 6,999,274 Units of Desert Newco, LLC that it holds, which represents 5.3% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR Associates 2006 (as the general partner of KKR 2006 Fund) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 Fund, but disclaims beneficial ownership of such shares.

Each of KKR 2006 AIV GP LLC (as the general partner of KKR 2006 GDG, the sole member of GDG Co-Invest GP LLC and the general partner of KKR Associates 2006), KKR Management Holdings L.P. (as the designated member of KKR 2006 AIV GP LLC) and KKR Management Holdings Corp. (as the general partner of KKR Management Holdings L.P.) may be deemed to be the beneficial owner of the shares of Class A

 

Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest and KKR 2006 Fund, but each disclaims beneficial ownership of such shares.

KKR Partners III may be deemed to be the beneficial owner of 807,261 shares of Class A Common Stock of the Issuer, consisting of the 36,864 shares of Class A Common Stock and 770,397 Units of Desert Newco, LLC that it holds, which represents 0.6% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3. KKR III GP LLC (as the general partner of KKR Partners III) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR Partners III, but disclaims beneficial ownership of such shares.

OPERF may be deemed to be the beneficial owner of 176,282 shares of Class A Common Stock of the Issuer, consisting of the 8,050 shares of Class A Common Stock and 168,232 Units of Desert Newco, LLC that it holds, which represents 0.1% of the total number of shares of Class A Common Stock outstanding calculated pursuant to Rule 13d-3.  KKR Associates 2006 L.P. (as the manager of OPERF), KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.), KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC) and KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by OPERF, but each disclaims beneficial ownership of such shares.

Each of KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P., the sole shareholder of KKR Fund Holdings GP Limited and the sole shareholder of KKR Management Holdings Corp.), KKR Group Limited (as the general partner of KKR Group Holdings L.P.), KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the general partner of KKR & Co. L.P.) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund and OPERF, but each disclaims beneficial ownership of such shares.

Each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC and the managing members of KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by KKR 2006 GDG, GDG Co-Invest, KKR 2006 Fund, KKR Partners III and OPERF, but each disclaims beneficial ownership of such shares.

Entities affiliated with each of Kohlberg Kravis Roberts & Co. L.P., Silver Lake Partners, Technology Crossover Ventures and Mr. Robert Parsons (collectively, the “Stockholders”) are parties to a Stockholder Agreement (the “Stockholder Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholder Agreement and the obligations and rights thereunder, the Reporting Persons, the Stockholders and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Technology Crossover Ventures no longer holds any shares of Class A Common Stock as of December 7, 2017 and no longer may be deemed a member of such a “group.” Based in part on information provided by the Issuer, such a “group” would be deemed to beneficially own an aggregate of 47,628,758 shares of Class A Common Stock, or 29.1% of the Class A Common Stock of the Issuer outstanding calculated pursuant to Rule 13d-3.  The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement.  Certain entities affiliated with Silver Lake Partners, Technology Crossover Ventures and Mr. Parsons are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

If all Units of Desert Newco, LLC held by the Reporting Persons and all other holders were exchanged for newly issued shares of Class A Common Stock, there would be a total of 166,386,235 shares of Class A Common Stock outstanding as of December 4, 2017, as set forth in the prospectus supplement dated December 4, 2017 filed by the Issuer with the Securities and Exchange Commission on December 5, 2017, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 9.5% of the outstanding Class A Common Stock.

 

(b)

Percent of class:

See Item 4(a) above.

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(c)

Number of shares as to which the person has:

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(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page and Item 4(a) above.

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(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page and Item 4(a) above.

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(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page and Item 4(a) above.

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(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page and Item 4(a) above.

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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 above. To the best knowledge of the Reporting Persons, no one other than such Reporting Persons, the partners, members, affiliates or shareholders of such Reporting Persons and any other person listed in Item 4 has the right to receive or the power to direct the receipt of dividends from, or the proceeds, from, the sale of Class A Common Stock reported herein.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

 

See Item 4 above.

Item 9.

Notice of Dissolution of Group.

 

See Item 4 above.

Item 10.

Certifications.

 

Not applicable.