1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII International Ltd. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3) |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII International Ltd. is calculated assuming a total of 161,540,874 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of OUTFRONT Media Inc. (the “Issuer”)
deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the Issuer’s Proxy Statement on Schedule 14-A, filed with the Securities and Exchange Commission on April
24, 2020 (the “2020 Proxy”), and (ii) 17,187,500 shares of Common Stock that are issuable, as of the April 20, 2020 (the “Issuance Date”), upon the conversion of the shares of Series A Convertible Perpetual Preferred Stock,
par value $0.01 per share (the “Series A Preferred Stock”), of the Issuer directly held by Providence Equity Partners VIII-A L.P. (“PEP VIII-A”), Providence Equity Partners VIII (Scotland) L.P. (“PEP Scotland”), PEP
VIII Intermediate 5 L.P. (“PEP 5”), PEP VIII Intermediate 6 L.P. (“PEP 6”) and PEP VIII Advertising Co-Investment L.P. (“PEP Advertising”) (the foregoing entities collectively, the “PEP Direct Holders”).
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 3 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII L.P. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII L.P. is calculated assuming a total of 161,540,874 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of
Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 17,187,500 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by the
PEP Direct Holders.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 4 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII (Scotland) International Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII (Scotland) International Ltd. is calculated assuming a total of 144,427,561.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374
shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held
by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 5 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII (Scotland) L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII (Scotland) L.P. is calculated assuming a total of 144,427,561.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374
shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held
by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 6 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII-A L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.20%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII-A is calculated assuming a total of 149,130,436.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock
outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 4,777,062.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP VIII-A.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 7 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII (Scotland) L.P
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Scotland UK
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Scotland is calculated assuming a total of 144,232,561.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock
outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 8 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 5 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 5 is calculated assuming a total of 151,264,686.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as
of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 6,911,312.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP 5.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 9 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 6 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 6 is calculated assuming a total of 146,656,311.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding
as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 2,302,937.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP 6.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 10 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Advertising Co-Investment L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.12%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Advertising is calculated assuming a total of 147,478,374.00 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock
outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 3,125,000 shares of Common Stock that are issuable, as of the Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP Advertising.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 11 of 13
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
7 |
Joint Filing Agreement, dated as of May 8, 2020, by and among PEP VIII International Ltd., Providence Equity GP VIII L.P., PEP VIII (Scotland) International Ltd., Providence Equity GP VIII (Scotland) L.P., Providence Equity Partners
VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP VIII Intermediate 5 L.P., PEP VIII Intermediate 6 L.P. and PEP VIII Advertising Co-Investment L.P.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 12 of 13
|
PEP VIII INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII L.P.
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII (SCOTLAND) INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII (SCOTLAND) L.P.
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY PARTNERS VIII-A L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 13 of 13
|
PROVIDENCE EQUITY PARTNERS VIII (SCOTLAND) L.P.
|
||
By: Providence Equity GP VIII (Scotland) L.P., its general partner
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERMEDIATE 5 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERMEDIATE 6 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII ADVERTISING CO-INVESTMENT L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII L.P.
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII (SCOTLAND) INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII (SCOTLAND) L.P.
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY PARTNERS VIII-A L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY PARTNERS VIII (SCOTLAND) L.P.
|
||
By: Providence Equity GP VIII (Scotland) L.P., its general partner
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERMEDIATE 5 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERMEDIATE 6 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII ADVERTISING CO-INVESTMENT L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|