Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 1,294,497 shares of Common Stock of the Company, which includes 104,000 shares of
Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing. The securities exclude shares of Common Stock issuable upon conversion
of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 0.00%. On December 29, 2023, Co-Invest effected a pro rata
distribution of its shares of Common Stock without additional consideration to its limited partners pursuant to a Rule 10b5-1 trading plan adopted by Co-Invest on
September 29, 2023. Mr. Harwin and Mr. Kiselak each received 406,038 shares of Common Stock as a result of such pro rata distribution. Also on December 29, 2023, the shares of Common Stock and Series A Preferred Stock held by
Fund I were transferred to Fund II. Fairmount Funds Management does not own any Common Stock directly but is deemed to beneficially own Common Stock held by Fund I, Fund II and Co-Invest. Fairmount Funds
Management, Mr. Harwin and Mr. Kiselak each disclaim beneficial ownership of such Common Stock, except to the extent of its or his pecuniary interest therein.
Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The
Reporting Persons own 3.59% of the Company in the aggregate, based upon the Companys aggregate outstanding shares as of December 11, 2023. The Reporting Persons securities includes 1,294,497 shares of Common Stock, which includes
104,000 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing. The securities exclude shares of Common Stock
issuable upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 0.00%.
Item 5. |
Interest in Securities of the Company |
Item 5 is hereby amended and supplemented as follows:
The
percentages used in this Schedule 13D are calculated based upon 36,021,007 shares of Common Stock outstanding as of December 11, 2023. The Reporting Persons securities include 1,294,497 shares of Common Stock, which includes 104,000
shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing. The securities exclude shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 0.00%.
Fairmount Funds Management is the investment manager or adviser to Fund I, Fund II and Co-Invest, and has voting and
dispositive power over shares of Common Stock held on behalf of Fund I, Fund II and Co-Invest. Other than the pro rata distribution by Co-Invest and the transfer from
Fund I to Fund II discussed above, the Reporting Persons have not had any transactions in the Common Stock.