Filing Details
- Accession Number:
- 0001415889-25-013300
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- Brian Venturo
- Company:
- Coreweave Inc.
- Filing Date:
- 2025-05-15
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Brian Venturo | 0 | 32,936,980 | 8.6% |
| Heather Shafi | 0 | 6,272,900 | 1.6% |
| 2023 Venturo Family GRAT dated June 30, 2023 | 0 | 5,500,000 | 1.4% |
| Venturo Family 2024 Friends and Family GRAT | 0 | 2,000,000 | 0.5% |
| Venturo Family GST Exempt Trust dated June 30, 2023 | 0 | 4,271,000 | 1.1% |
| West Clay Capital LLC | 0 | 6,837,000 | 1.8% |
| YOLO APV Trust | 0 | 286,000 | 0.1% |
| YOLO ECV Trust | 0 | 286,000 | 0.1% |
| Mohammed Shafi | 0 | 22,500 | 0.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
COREWEAVE, INC. (Name of Issuer) |
Class A Common Stock, par value $0.000005 per share (Title of Class of Securities) |
21873S108 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Brian Venturo | ||||||||
| 2 | Check the appropriate box if a member of a 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,936,980.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes: (i) 123,820 shares of Class A common stock of CoreWeave, Inc. (the "Issuer") directly held by Mr. Venturo; (ii) 14,284,000 shares of Class B common stock of the Issuer directly held by Mr. Venturo; and (iii) 3,620,160 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of March 31, 2025. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. Venturo and the Issuer. The reported total in Rows 6 and 8 includes: (i) 5,500,000 shares of Class B common stock held directly by the 2023 Venturo Family GRAT dated June 30, 2023 (the "2023 GRAT"); (ii) 2,000,000 shares of Class B common stock held directly by the Venturo Family 2024 Friends and Family GRAT (the "F&F GRAT"); (iii) 6,837,000 shares of Class B common stock held directly by West Clay Capital LLC ("West Clay"); (iv) 286,000 shares of Class A common stock held directly by the YOLO APV Trust (the "APV Trust"); and (v) 286,000 shares of Class A common stock held directly by the YOLO ECV Trust (the "ECV Trust"). Mr. Venturo serves as the trustee of the 2023 GRAT and the F&F GRAT, and as the managing member of West Clay, and he may be deemed to exercise voting and investment discretion over securities held by them in such capacities. Mr. Venturo also has the power to remove and replace the trustee of the APV Trust and the ECV Trust and may be deemed to have beneficial ownership of securities held by them by virtue of such power.
As indicated in Row 10, pursuant to Rule 13d-4, Mr. Venturo expressly disclaims beneficial ownership of the securities reported herein as being held directly by his father-in-law, Mohammed Shafi, and the filing of this statement shall not be construed as an admission that Mr. Venturo is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the "SEC") on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Heather Shafi | ||||||||
| 2 | Check the appropriate box if a member of a 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,272,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The total reported in Rows 5 and 7 includes 2,001,900 shares of Class B common stock held directly by Mr. Venturo's spouse, Ms. Shafi. The reported total in Rows 6 and 8 includes 4,271,000 shares of Class B common stock held directly by the Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Exempt Trust"). Ms. Shafi serves as trustee of the GST Exempt Trust and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
2023 Venturo Family GRAT dated June 30, 2023 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 5,500,000 shares of Class B common stock held directly by the 2023 GRAT. Mr. Venturo serves as trustee of the 2023 GRAT and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Venturo Family 2024 Friends and Family GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 2,000,000 shares of Class B common stock held directly by the F&F GRAT. Mr. Venturo serves as trustee of the F&F GRAT and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Venturo Family GST Exempt Trust dated June 30, 2023 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,271,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 4,271,000 shares of Class B common stock held directly by the GST Exempt Trust. Mr. Venturo's spouse serves as trustee of the GST Exempt Trust, and in such capacity may be deemed to exercise voting and investment discretion over securities held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
West Clay Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,837,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 6,837,000 shares of Class B common stock held directly by West Clay. Mr. Venturo serves as the managing member of West Clay and in such capacity may be deemed to exercise voting and investment discretion over the securities directly held by it.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
YOLO APV Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
286,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 286,000 shares of Class A common stock held directly by the APV Trust. Mr. Venturo has the power to remove and replace the APV Trust's third-party trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
YOLO ECV Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
286,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 286,000 shares of Class A common stock held directly by the ECV Trust. Mr. Venturo has the power to remove and replace ECV Trust's third-party trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 21873S108 |
| 1 | Names of Reporting Persons
Mohammed Shafi | ||||||||
| 2 | Check the appropriate box if a member of a 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 22,500 shares of Class A common stock held directly by Mr. Venturo's father-in-law, who is a member of Mr. Venturo's household.
The percentage reported in Row 11 represents direct beneficial ownership of less than one-tenth of one percent of the Issuer's Class A common stock and was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the SEC on March 31, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
COREWEAVE, INC. | |
| (b) | Address of issuer's principal executive offices:
290 West Mt. Pleasant Avenue, Suite 4100, Livingston, NJ, 07039. | |
| Item 2. | ||
| (a) | Name of person filing:
Brian M. Venturo, an Individual ("Mr. Venturo")
Heather Shafi, an Individual ("Ms. Shafi")
2023 Venturo Family GRAT dated June 30, 2023, a trust formed under the laws of New Jersey (the "2023 GRAT")
Venturo Family 2024 Friends and Family GRAT, a trust formed under the laws of New Jersey (the "F&F GRAT")
Venturo Family GST Exempt Trust dated June 30, 2023, a trust formed under the laws of New Jersey ("GST Exempt Trust")
West Clay Capital LLC, a Delaware limited liability company ("West Clay")
YOLO APV Trust, a trust formed under the laws of New Jersey (the "APV Trust")
YOLO ECV Trust, a trust formed under the laws of New Jersey (the "ECV Trust"), and
Mohammed Shafi, an Individual ("Mr. Shafi" and, together with Mr. Venturo, Ms. Shafi, the 2023 GRAT, the F&F GRAT, the GST Exempt Trust, West Clay, the APV Trust, and the ECV Trust, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
290 West Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039 | |
| (c) | Citizenship:
Mr. Venturo, Ms. Shafi, and Mr. Shafi are citizens of the United States of America. Each of the 2023 GRAT, the F&F GRAT, the GST Exempt Trust, the APV Trust, and the ECV Trust is formed and established in the State of New Jersey. West Clay is organized in the State of Delaware. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.000005 per share | |
| (e) | CUSIP No.:
21873S108 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of March 31, 2025, the Reporting Persons may be deemed to beneficially own an aggregate 39,232,380 shares of the Issuer's capital stock.
As of March 31, 2025, Mr. Venturo was the direct beneficial owner of 18,027,980 of the shares of the Issuer's securities described in the preceding paragraph, which consist of: (i) 123,820 shares of the Issuer's Class A common stock; (ii) 14,284,000 shares of the Issuer's Class B common stock; and (iii) 3,620,160 shares issuable upon the exercise of stock options which are vested and exercisable within 60 days of March 31, 2025. The aforementioned stock options are exercisable for shares of Class A common stock and thereupon may be exchanged on a one-for-one basis for shares of the Issuer's Class B common stock pursuant to an agreement between Mr. Venturo and the Issuer. All shares of the Issuer's Class B common stock are convertible on a one-for-one basis into shares of the Issuer's Class A common stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, and may be subject to mandatory conversion upon the occurrence of certain events described in the Issuer's amended and restated certificate of incorporation.
As of March 31, 2025, Mr. Venturo was the indirect beneficial owner of 14,909,000 of the shares of the Issuer's securities described in the second paragraph of this Item 4(a), which consist of: (i) 5,500,000 shares of Class B common stock directly held by the 2023 GRAT; (ii) 2,000,000 shares of Class B common stock directly held by the F&F GRAT; (iii) 6,837,000 shares of Class B common stock directly held by West Clay; (iv) 286,000 shares of Class A common stock directly held by the APV Trust; and (v) 286,000 shares of Class A common stock directly held by the ECV Trust. Mr. Venturo serves as trustee of the 2023 GRAT and the F&F GRAT, and as the managing member of West Clay. Mr. Venturo also has the power to remove and replace the trustee of the APV Trust and the ECV Trust. Mr. Venturo may be deemed to exercise voting and investment discretion over securities held by each such party by virtue of the aforementioned powers.
However, Mr. Venturo expressly disclaims beneficial ownership of the securities reported herein as being held directly by his father-in-law, Mr. Shafi, pursuant to Rule 13d-4, and the filing of this Statement shall not be construed as an admission that Mr. Venturo is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of such securities.
As of March 31, 2025, Ms. Shafi, Mr. Venturo's spouse, was the direct beneficial owner of 2,001,900 of the securities described in the second paragraph of this Item 4(a) and the indirect beneficial owner of 4,271,000 shares of Class B common stock directly held by the GST Exempt Trust. Ms. Shafi serves as trustee of the GST Exempt Trust and may be deemed to exercise voting and investment discretion over securities held by it in such capacity.
Additionally, as of March 31, 2025, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. Venturo or Ms. Shafi over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a): (i) the 2023 GRAT directly beneficially owns 5,500,000 shares of Class B common stock; (ii) the F&F GRAT directly beneficially owns 2,000,000 shares of Class B common stock; (iii) the GST Exempt Trust directly beneficially owns 4,271,000 shares of Class B common stock; (iv) West Clay directly beneficially owns 6,837,000 shares of Class B common stock; (v) the APV Trust directly beneficially owns 286,000 shares of Class A common stock; and (vi) the ECV Trust directly beneficially owns 286,000 shares of Class A common stock.
Finally, as of March 31, 2025, Mr. Shafi directly beneficially owns 22,500 shares of Class A common stock. | |
| (b) | Percent of class:
As of March 31, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 10.2% of the Issuer's outstanding Class A common stock. Of that total, beneficial ownership was attributable as follows:
Mr. Venturo: 8.6%
Ms. Shafi: 1.6%
2023 GRAT: 1.4%
F&F GRAT: 0.5%
GST Exempt Trust: 1.1%
West Clay: 1.8%
APV Trust: 0.1%
ECV Trust: 0.1%
Mr. Shafi: 0.0% (Less than one tenth of 1%)
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 345,997,406 shares of the Issuer's Class A common stock outstanding upon completion of its initial public offering, as reported by the Issuer in its final prospectus dated March 27, 2025, filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the "SEC") on March 31, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mr. Venturo: 18,027,980
Ms. Shafi: 2,001,900
2023 GRAT: 0
F&F GRAT: 0
GST Exempt Trust: 0
West Clay: 0
APV Trust: 0
ECV Trust: 0
Mr. Shafi: 22,500 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Venturo: 14,909,000
Ms. Shafi: 4,271,000
2023 GRAT: 5,500,000
F&F GRAT: 2,000,000
GST Exempt Trust: 4,271,000
West Clay: 6,837,000
APV Trust: 286,000
ECV Trust: 286,000
Mr. Shafi: 0
| ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Venturo: 18,027,980
Ms. Shafi: 2,001,900
2023 GRAT: 0
F&F GRAT: 0
GST Exempt Trust: 0
West Clay: 0
APV Trust: 0
ECV Trust: 0
Mr. Shafi: 22,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Venturo: 14,909,000
Ms. Shafi: 4,271,000
2023 GRAT: 5,500,000
F&F GRAT: 2,000,000
GST Exempt Trust: 4,271,000
West Clay: 6,837,000
APV Trust: 286,000
ECV Trust: 286,000
Mr. Shafi: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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