Page 18 of 25 – SEC Filing
Each of the C LLC, Metalmark Holdings and Metalmark Capital II is a Delaware limited liability
company. Each of the C Fund and Metalmark GP is a Delaware limited partnership.
Each of the Reporting Persons (directly or indirectly
through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets. C Fund is the sole member of C LLC. Executive Fund is the sole member of Executive
LLC. Metalmark GP is the general partner of the Metalmark Fund. Metalmark Holdings is the general partner of Metalmark GP. Metalmark Capital II is the sole member of Metalmark Holdings. AIF Fund is the sole member of AIF Cayman LLC. Metalmark II
Fund is the sole member of Jones II LLC. TE Fund is the sole member of TE LLC. Co-Invest Fund is the sole member of Co-Invest LLC.
The
principal address of each Reporting Person is 1177 Avenue of the Americas, 40th Floor, New York, NY 10036. Set forth in Schedule A attached hereto and incorporated herein by reference is a listing of the members and executive officers of Metalmark
Capital II and the business address, present principal occupation or employment and citizenship of each such person.
During the past five
years, none of the Reporting Persons nor any person listed on Schedule A attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
This Item 2 is qualified in its entirely by reference to
Schedule A attached hereto, which is incorporated into this Item 2 by reference.
Item 4. Purpose of the Transaction.
Item 4(a) of the Initial Schedule 13D is hereby amended and supplemented by adding the following information:
No acquisition of Class A Common Stock by the Reporting Persons has occurred since the date of the Initial Schedule 13D. The Reporting
Persons are filing this Amendment to report the sale of 949,433 shares of the Issuers Class A Common Stock, par value $0.001, which traded on October 4, 2017, October 5, 2017, October 6, 2017, October 9,
2017, October 10, 2017, October 11, 2017, October 12, 2017, October 13, 2017, and October 16, 2017, each day in multiple transactions. The Reporting Persons have no other plans or proposals to acquire
additional securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons may be deemed to constitute a group within the meaning of Rule 13d-5(b) under the Act as a result of the
facts and circumstances described in Items 2, 3, 4, 5 and 6 of this Schedule 13D. For purposes of Rule 13d-3 of the Act, the Reporting Persons as a group may be deemed to beneficially own in the aggregate 17,385,484 shares of Class A Common
Stock, representing 18.8% of the Class A Common Stock, based on (i) the number of shares of Class A Common Stock (74,349,841) outstanding as of September 13, 2017, as reported in the Issuers Registration Statement,
(ii) the number of JEH LLC Units converted to Class A Common Stock by beneficial persons on October 2, 2017 (12,599,643), and (iii) all outstanding JEH LLC Units beneficially owned by the Reporting Persons (5,604,573) as of
October 16, 2017, which results in a combined total of 92,554,057 shares of Class A Common Stock.
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