CUSIP No. 625207105 | 13G | Page 2 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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AU Special Investments, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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|||||
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,786,505 shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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3,786,505 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,786,505 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON
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PN
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CUSIP No. 625207105 | 13G | Page 3 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenspring FF-GP III, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a) ☐
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|||||
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
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|
0
|
|
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|||
|
|
||||
6
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SHARED VOTING POWER
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3,786,505 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,786,505 shares
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,786,505 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
5.1%
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|
|||
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|
||||
12
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TYPE OF REPORTING PERSON
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||
OO
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|||
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CUSIP No. 625207105 | 13G | Page 4 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenspring SPV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
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SHARED VOTING POWER
|
|
|
||
3,786,505 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,786,505 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,786,505 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
5.1%
|
|
|
|||
|
|
||||
12
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TYPE OF REPORTING PERSON
|
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||
OO
|
|
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|||
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CUSIP No. 625207105 | 13G | Page 5 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenspring Associates, Inc.
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
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||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
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SHARED VOTING POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
6.8%
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|
|||
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|
||||
12
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TYPE OF REPORTING PERSON
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CO
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CUSIP No. 625207105 | 13G | Page 6 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
||
Charles Ashton Newhall
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☐
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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United States Citizen
|
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|
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
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|
||
IN
|
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CUSIP No. 625207105 | 13G | Page 7 of 12 Pages |
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
||
James Lim
|
|
|
|||
|
|
||||
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 Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,126,419 shares
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.8%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
IN
|
|
|
|||
|
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CUSIP No. 625207105 | 13G | Page 8 of 12 Pages |
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Persons Filing: |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
CUSIP No. 625207105 | 13G | Page 9 of 12 Pages |
Item 4. | Ownership. |
(a)
|
Amount Beneficially Owned:
AUSI is the record owner of 3,786,505 shares of Class A Common Stock (the "AUSI Shares"). As the general partner of AUSI, GS FF-GP may be deemed to own beneficially the AUSI Shares. As the general partner of GS FF-GP, GS SPV may be deemed to own beneficially the AUSI Shares. As the sole member of GS SPV, Greenspring may be deemed to own beneficially the AUSI Shares. As the directors of Greenspring, the Directors may be deemed to own beneficially the AUSI Shares.
Greenspring Secondaries Fund I, L.P. ("GSF I") and Greenspring Secondaries Fund II, L.P. ("GSF II") are the record owners of 282,087 shares of Class A Common Stock and 1,057,827 shares of Class A Common Stock, respectively (such shares of Class A Common Stock the "GSF Shares"). As the sole member of the general partners of the general partners of GSF I and GSF II, Greenspring may be deemed to own beneficially the GSF Shares. As the directors of Greenspring, the Directors may be deemed to own beneficially the GSF Shares.
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(b)
|
Percent of Class: See Line 11 of the cover sheets. In accordance with Rule 13d-1(j), the percentages relating to beneficial ownership of Class A Common Stock are based on 74,905,453 shares of Class A Common Stock reported by the Issuer to be outstanding as of October 31, 2017 on Form 10-Q as filed with the Securities and Exchange Commission on November 2, 2017.
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(i) | sole power to vote or to direct the vote: see line 5 of cover sheets. |
(ii) | shared power to vote or to direct the vote: see line 6 of cover sheets. |
(iii) | sole power to dispose or to direct the disposition: see line 7 of cover sheets. |
(iv) | shared power to dispose or to direct the disposition: see line 8 of cover sheets. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
CUSIP No. 625207105 | 13G | Page 10 of 12 Pages |
* |
* |
CUSIP No. 625207105 | 13G | Page 11 of 12 Pages |
* |
* |
CUSIP No. 625207105 | 13G | Page 12 of 12 Pages |
/s/ Charles Ashton Newhall
Charles Ashton Newhall
|
/s/ James Lim
James Lim
|