Filing Details
- Accession Number:
- 0000950170-25-073067
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- MSDC Management
- Company:
- Xponential Fitness 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 |
|---|---|---|---|
| MSD Partners, L.P. | 0 | 3,692,660 | 9.99% |
| MSD Credit Opportunity Master Fund, L.P. | 0 | 105,000 | 0.3% |
| MSD Special Investments Fund, L.P. | 0 | 461,986 | 1.3% |
| MSD SIF Holdings, L.P. | 0 | 212,856 | 0.6% |
| MSD Special Investments Fund II, L.P. | 0 | 1,409,958 | 4.0% |
| MSD SIF Holdings II, L.P. | 0 | 880,026 | 2.5% |
| MSD Investment Corp. | 0 | 6,559 | 0.0% |
| MSD PCOFMAS2 SPV, LLC | 0 | 337,233 | 1.0% |
| MSD Private Credit Opportunity Master Fund, L.P. | 0 | 102,145 | 0.3% |
| MSD PCOF1 - BC, LLC | 0 | 52,054 | 0.1% |
| MSD PCOF2 - BC2, LLC | 0 | 27,921 | 0.1% |
| MSD PCOF1 - PC, LLC | 0 | 40,619 | 0.1% |
| MSD SBAFLA SPV, LLC | 0 | 56,299 | 0.2% |
| Gregg R. Lemkau | 0 | 1,396,116 | 3.9% |
| Byron D. Trott | 0 | 2,296,544 | 6.4% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Xponential Fitness, Inc. (Name of Issuer) |
Class A Common Stock, Par Value $0.0001 per share (Title of Class of Securities) |
98422X101 (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. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Partners, L.P. | ||||||||
| 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
3,692,660.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Credit Opportunity Master Fund, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
105,000.00 | ||||||||
| 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)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Special Investments Fund, L.P. | ||||||||
| 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
461,986.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SIF Holdings, L.P. | ||||||||
| 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
212,856.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Special Investments Fund II, L.P. | ||||||||
| 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
1,409,958.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SIF Holdings II, L.P. | ||||||||
| 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
880,026.00 | ||||||||
| 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)
2.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Investment Corp. | ||||||||
| 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
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,559.00 | ||||||||
| 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)
CO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOFMAS2 SPV, 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
337,233.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD Private Credit Opportunity Master Fund, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
102,145.00 | ||||||||
| 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)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF1 - BC, 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
52,054.00 | ||||||||
| 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 |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF2 - BC2, 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
27,921.00 | ||||||||
| 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 |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD PCOF1 - PC, 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
40,619.00 | ||||||||
| 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 |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
MSD SBAFLA SPV, 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
56,299.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
Gregg R. Lemkau | ||||||||
| 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
1,396,116.00 | ||||||||
| 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)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 98422X101 |
| 1 | Names of Reporting Persons
Byron D. Trott | ||||||||
| 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
2,296,544.00 | ||||||||
| 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)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Xponential Fitness, Inc. | |
| (b) | Address of issuer's principal executive offices:
17877 Von Karman Ave, Suite 100, Irvine, CA, 92614 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSD Credit Opportunity Master Fund, L.P. ("MSD Credit Opportunity Master Fund"), MSD Special Investments Fund, L.P. ("MSD Special Investments Fund"), MSD SIF Holdings, L.P. ("MSD SIF Holdings"), MSD Special Investments Fund II, L.P. ("MSD Special Investments Fund II"), MSD SIF Holdings II, L.P. ("MSD SIF Holdings II"), MSD Investment Corp. ("MSD Investment"), MSD PCOFMAS2 SPV, LLC ("MSD PCOFMAS2 SPV"), MSD Private Credit Opportunity Master Fund, L.P. ("MSD Private Credit Opportunity Master Fund"), MSD PCOF1 - BC, LLC ("MSD PCOF1 - BC"), MSD PCOF2 - BC2, LLC ("MSD PCOF2"), MSD PCOF1 - PC, LLC ("MSD PCOF1 - PC"), MSD SBAFLA SPV, LLC ("MSD SBAFLA SPV"), Gregg R. Lemkau and Byron D. Trott (collectively, the "Reporting Persons"). MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, MSD SIF Holdings II, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, and MSD SBAFLA SPV (collectively, the "MSD Funds") and MSD Investment are the direct owners of the securities covered by this statement.
MSD Partners, a wholly-owned subsidiary of BDT & MSD Holdings, L.P. ("BDT & MSD"), is the investment manager of, and may be deemed to beneficially own the securities beneficially owned by, the MSD Funds. MSD Partners is the investment adviser of, and may be deemed to beneficially own the securities beneficially owned by, MSD Investment. Messrs. Lemkau and Trott are co-CEOs of BDT & MSD; Mr. Trott also serves as Chairman of BDT & MSD. Mr. Lemkau maintains investment discretion over the investments in the Issuer of MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, and MSD SBAFLA SPV and therefore may be deemed to beneficially own the Issuer's securities beneficially owned by them. Mr. Trott maintains investment discretion over the investments in the Issuer of MSD Special Investments Fund II, MSD SIF Holdings II and MSD Investment, and therefore may be deemed to beneficially own the Issuer's securities beneficially owned by them.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2025, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of MSD Partners, MSD Credit Opportunity Master Fund, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, MSD SIF Holdings II, MSD Investment, MSD PCOFMAS2 SPV, MSD Private Credit Opportunity Master Fund, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC, MSD SBAFLA SPV and Gregg R. Lemkau is 550 Madison Ave, 20th Floor, New York, NY 10022. The principal business address of Byron D. Trott is 340 Royal Palm Way, Suite 300, Palm Beach, FL 33480. | |
| (c) | Citizenship:
MSD Partners, MSD Special Investments Fund, MSD SIF Holdings, MSD Special Investments Fund II, and MSD SIF Holdings II are each organized as limited partnerships under the laws of the State of Delaware. MSD PCOFMAS2 SPV, MSD PCOF1 - BC, MSD PCOF2, MSD PCOF1 - PC and MSD SBAFLA SPV are each organized as limited liability companies under the laws of the State of Delaware. MSD Investment is organized as a corporation under the laws of the State of Maryland. MSD Credit Opportunity Master Fund and MSD Private Credit Opportunity Master Fund are each organized as exempted limited partnerships under the laws of the Cayman Islands. Mr. Lemkau and Mr. Trott are United States citizens. | |
| (d) | Title of class of securities:
Class A Common Stock, Par Value $0.0001 per share | |
| (e) | CUSIP No.:
98422X101 | |
| 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:
The numbers provided below include both (i) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person and (ii) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person upon conversion of Series A-1 Convertible Preferred Stock into Class A Common Stock.
MSD Partners: 3,692,660
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 461,986
MSD SIF Holdings: 212,856
MSD Special Investments Fund II: 1,409,958
MSD SIF Holdings II: 880,026
MSD Investment: 6,559
MSD PCOFMAS2 SPV: 337,233
MSD Private Credit Opportunity Master Fund: 102,145
MSD PCOF1 - BC: 52,054
MSD PCOF2 - BC: 27,921
MSD PCOF1 - PC: 40,619
MSD SBAFLA SPV: 56,299
Gregg R. Lemkau: 1,396,116
Byron D. Trott: 2,296,544 | |
| (b) | Percent of class:
The percentages provided herein are calculated based upon 34,926,000 shares of the Issuer's Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025, and assuming conversion of the Series A-1 Convertible Preferred Stock held by the applicable Reporting Person (subject to the conversion limitation of 9.99% as set forth in the terms of the Issuer's Series A-1 Convertible Preferred Stock).
MSD Partners: 9.99%
MSD Credit Opportunity Master Fund: 0.3%
MSD Special Investments Fund: 1.3%
MSD SIF Holdings: 0.6%
MSD Special Investments Fund II: 4.0%
MSD SIF Holdings II: 2.5%
MSD Investment: 0.0%
MSD PCOFMAS2 SPV: 1.0%
MSD Private Credit Opportunity Master Fund: 0.3%
MSD PCOF1 - BC: 0.1%
MSD PCOF2 - BC: 0.1%
MSD PCOF1 - PC: 0.1%
MSD SBAFLA SPV: 0.2%
Gregg R. Lemkau: 3.9%
Byron D. Trott: 6.4 | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MSD Partners: 0
MSD Credit Opportunity Master Fund: 0
MSD Special Investments Fund: 0
MSD SIF Holdings: 0
MSD Special Investments Fund II: 0
MSD SIF Holdings II: 0
MSD Investment: 0
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 0
Byron D. Trott: 0 | ||
| (ii) Shared power to vote or to direct the vote:
The numbers provided below include both (i) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person and (ii) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person upon conversion of Series A-1 Convertible Preferred Stock into Class A Common Stock.
MSD Partners: 3,692,660
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 461,986
MSD SIF Holdings: 212,856
MSD Special Investments Fund II: 1,409,958
MSD SIF Holdings II: 880,026
MSD Investment: 6,559
MSD PCOFMAS2 SPV: 337,233
MSD Private Credit Opportunity Master Fund: 102,145
MSD PCOF1 - BC: 52,054
MSD PCOF2 - BC: 27,921
MSD PCOF1 - PC: 40,619
MSD SBAFLA SPV: 56,299
Gregg R. Lemkau: 1,396,116
Byron D. Trott: 2,296,544 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MSD Partners: 0
MSD Credit Opportunity Master Fund: 0
MSD Special Investments Fund: 0
MSD SIF Holdings: 0
MSD Special Investments Fund II: 0
MSD SIF Holdings II: 0
MSD Investment: 0
MSD PCOFMAS2 SPV: 0
MSD Private Credit Opportunity Master Fund: 0
MSD PCOF1 - BC: 0
MSD PCOF2 - BC: 0
MSD PCOF1 - PC: 0
MSD SBAFLA SPV: 0
Gregg R. Lemkau: 0
Byron D. Trott: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The numbers provided below include both (i) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person and (ii) Class A Common Stock shares of the Issuer beneficially owned by the Reporting Person upon conversion of Series A-1 Convertible Preferred Stock into Class A Common Stock.
MSD Partners: 3,692,660
MSD Credit Opportunity Master Fund: 105,000
MSD Special Investments Fund: 461,986
MSD SIF Holdings: 212,856
MSD Special Investments Fund II: 1,409,958
MSD SIF Holdings II: 880,026
MSD Investment: 6,559
MSD PCOFMAS2 SPV: 337,233
MSD Private Credit Opportunity Master Fund: 102,145
MSD PCOF1 - BC: 52,054
MSD PCOF2 - BC: 27,921
MSD PCOF1 - PC: 40,619
MSD SBAFLA SPV: 56,299
Gregg R. Lemkau: 1,396,116
Byron D. Trott: 2,296,544 | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
EXHIBIT INDEX
Exhibit Description of Exhibit
Exhibit 99.1 Joint Filing Agreement dated May 15, 2025.
|