* | 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 the disclosures provided in a prior cover page. |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 2 of 7 Pages |
1. | Name of Reporting Person: Erin Thomas Morton | ||
2. | Check the Appropriate Box if a Member of Group (See Instructions): (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: 5,598,246 (1)(2) 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,598,246 (1)(2) 8. Shared Dispositive Power: 0 | ||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 5,598,246 (1)(2) | ||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ¨ | ||
11. | Percent of Class Represented By Amount In Row (9): 13.5% (3) | ||
12. | Type of Reporting Person: IN |
(1) | Includes Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuer's Class B common stock was issued for each Common Unit. The shares of Class B common stock: (i) confer only voting rights (one vote per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. |
(2) | Represents (i) 300,000 shares of Class A common stock; (ii) 527,914 Common Units and associated shares of Class B common stock, some of which are subject to vesting; (iii) fully vested stock options to acquire 1,447,805 shares of Class A common stock; and (iv) 3,322,527 Common Units and associated shares of Class B common stock held by an affiliated company of Mr. Morton over which Mr. Morton has voting and dispositive control and full pecuniary interest in. |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 3 of 7 Pages |
(3) | Based upon 35,937,500 shares of the Issuer’s Class A common stock outstanding as of November 10, 2017, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017 and the securities deemed beneficially held by Mr. Morton. The total securities currently deemed beneficially owned by Mr. Morton represent less than 1% of the total voting power of the Issuer. |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 4 of 7 Pages |
Item 1. | (a) Name of Issuer: |
(a) | Address of Issuer's Principal Executive Offices: |
Item 2. | (a) Name of Person Filing: |
(a) | Address or Principal Business Office or, if none, Residence: |
(b) | Citizenship or Place of Organization: |
(c) | Title of Class of Securities: |
(d) | 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: |
Item 4. | Ownership: |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 5 of 7 Pages |
(a) | Amount beneficially owned: | 5,598,246 | (1)(2)(3) | |
(b) | Percent of class: | 13.5 | % | (4) |
Voting power | Less than 1% | (4) | ||
(c) | Number of shares as to which such person has: | |||
(i) Sole power to vote or to direct the vote: | 5,598,246 | (1)(2)(3) | ||
(ii) Shared power to vote or to direct the vote: | 0 | |||
(iii) Sole power to dispose or to direct the disposition of: | 5,598,246 | (1)(2)(3) | ||
(iv) Shared power to dispose or to direct the disposition of: | 0 |
(1) | Includes Common Units and associated Class B common stock of the Issuer. The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Issuer, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. One share of the Issuer's Class B common stock was issued for each Common Unit.. The shares of Class B common stock: (i) confer only voting rights (one voter per share) and do not confer any incidents of economic ownership to the holders thereof; and (ii) are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A common stock, or cash, at the Issuer's election. |
(2) | Represents (i) 300,000 shares of Class A common stock; (ii) 527,914 Common Units and associated shares of Class B common stock, some of which are subject to vesting (see Footnote 3); (iii) fully vested options to acquire 1,447,805 shares of Class A common stock granted by the Issuer; and (iv) 3,322,527 Common Units and associated shares of Class B common stock held by an affiliated company of Mr. Morton over which Mr. Morton has voting and dispositive control and full pecuniary interest in. |
(3) | Includes 283,287 Common Units and associated Class B common stock subject to vesting over four years as follows: 11,804 units on the first eight quarterly anniversaries of the closing of the Issuer’s initial public offering that occurred on October 11. 2017; and 23,607 on each quarterly anniversary thereafter (except the last quarterly anniversary, which will be 23,606), subject to continued service and acceleration upon certain events. |
(4) | Based upon 35,937,500 shares of the Issuer’s Class A common stock outstanding as of November 10, 2017, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017 and the securities deemed beneficially held by Mr. Morton. The total securities currently deemed beneficially owned by Mr. Morton represent less than 1% of the total voting power of the Issuer. |
Item 5. | Ownership of Five Percent or Less of a Class: |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 6 of 7 Pages |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Item 8. | Identification and Classification of Members of the Group: |
Item 9. | Notice of Dissolution of Group: |
Item 10. | Certifications: |
CUSIP No. 87105L104 | SCHEDULE 13G | Page 7 of 7 Pages |
Dated: February 13, 2018 | Erin Thomas Morton /s/ Erin Thomas Morton |