1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Maya Maritime LLC
|
|
|
||
|
|
|||
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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||
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|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
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|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
Marshall Islands
|
|
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||
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|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,854,167
|
|
|
||
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|
|||
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)
|
|
|
|
7.25%
|
|
|
||
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|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
OO – limited liability company
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||
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1
|
NAMES OF REPORTING PERSONS
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George Kaiser Family Foundation
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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
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
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|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Oklahoma
|
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|
||
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|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
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)
|
|
|
|
7.25%
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO – not for profit
|
|
|
||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Frederic Dorwart
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
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)
|
|
|
|
7.25%
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Phil Frohlich
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
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)
|
|
|
|
7.25%
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Phil Lakin, Jr.
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,854,167
|
|
|
||
|
|
|||
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)
|
|
|
|
7.25%
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
• |
The principal business address of Maya is 7030 South Yale Avenue, Tulsa, Oklahoma 74136. Maya’s principal business is the acquisition, retention, holding and divestment of the Class A Common Stock.
|
• |
The Foundation’s principal business is as a 501(c)(3) Type I organization, supporting and controlled by the Tulsa Community Foundation.
|
• |
The principal business address of Mr. Dorwart is 124 East Fourth Street, Tulsa, Oklahoma, 74103. The principal occupation for Mr. Dorwart is as an attorney with Frederic Dorwart, Lawyers PLLC.
|
• |
The principal business address of Mr. Frohlich is 1924 South Utica, Suite 1120, Tulsa, OK, 74104. The principal occupation for Mr. Frohlich is as principal of Prescott Capital, an investment fund.
|
• |
The principal business address of Mr. Lakin is 7030 South Yale Avenue, Tulsa, Oklahoma 74136. The principal occupation for Mr. Lakin is as the Chief Executive Officer of the Tulsa Community
Foundation.
|
• |
Maya is a limited liability company organized under the laws of the Marshall Islands.
|
• |
The Foundation is a not for profit corporation organized under the laws of Oklahoma.
|
• |
Messrs. Dorwart, Frohlich and Lakin are United States citizens.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Reporting Person
|
Number of
Shares Beneficially
Owned
|
Percentage of Class
A Common Stock
Outstanding(1)
|
Sole Power to Vote
or to Direct the
Vote |
Shared Power to
Vote or to Direct
the Vote
|
Sole Power to
Dispose or to
Direct the
Disposition |
Shared Power to
Dispose or to
Direct the
Disposition
|
Maya Maritime LLC
|
7,854,167
|
7.25%
|
-0-
|
7,854,167
|
-0-
|
7,854,167
|
George Kaiser Family Foundation
|
7,854,167
|
7.25%
|
-0-
|
7,854,167
|
-0-
|
7,854,167
|
Mr. Dorwart(2)
|
7,854,167
|
7.25%
|
-0-
|
7,854,167
|
-0-
|
7,854,167
|
Mr. Frohlich(2)
|
7,854,167
|
7.25%
|
-0-
|
7,854,167
|
-0-
|
7,854,167
|
Mr. Lakin (2)
|
7,854,167
|
7.25%
|
-0-
|
7,854,167
|
-0-
|
7,854,167
|
(1) |
Based on 108,275,167 shares of Class A Common Stock on an as converted basis, which includes shares of the Issuer’s Class B common stock convertible into Class A Common Stock, issued and outstanding upon
the closing of the Issuer’s IPO.
|
(2) |
Each of the Trustees disclaims beneficial ownership of the reported securities.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit
|
Description
|
1.
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Form S-1/A filed with the SEC on March 16, 2022).
|
2.
|
Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on April 18, 2022).
|
3.
|
Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on April 18, 2022).
|
MAYA MARITIME LLC
|
GEORGE KAISER FAMILY FOUNDATION
|
|
/s/ Frederic Dorwart
|
/s/ Frederic Dorwart
|
|
Frederic Dorwart
|
Frederic Dorwart
|
|
President
|
President
|
|
/s/ Frederic Dorwart
|
/s/ Phil Frohlich
|
|
FREDERIC DORWART
|
PHIL FROHLICH
|
|
/s/ Phil Lakin, Jr.
|
||
PHIL LAKIN, JR.
|