1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ronald O. Perelman
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
46,223,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
46,223,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,223,321 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
86.1% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The ROP Revocable Trust dated 1/9/2018
|
|
|
|||
|
|
||||
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
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
46,223,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
46,223,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
46,223,321 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
86.1% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
RCH Holdings Five Inc.
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
9.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Thirty Six East Corporation
|
|
|
|||
|
|
||||
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
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,495,124 shares of Class A Common Stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,495,124 shares of Class A Common Stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,495,124 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
6.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ronald O. Perelman 2020 Trust
|
|
|
|||
|
|
||||
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
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
9.7% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes Incorporated
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SGMS Acquisition Corporation
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Mafco Four LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MFV Holdings One LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SGMS Acquisition Two LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DBX Holdings One LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
NDX Holdings One LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes Group, LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes, LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
(2)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Perelman Trust Company, LLC
|
|
|
|||
|
|
||||
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
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Class A Common Stock
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,521,264 shares of Class A Common Stock
|
|
|
|||
|
|
||||
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)
|
|
|
||
69.9% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Calculation based on 53,659,772 shares of Class A Common Stock outstanding as of September 30, 2021.
|
Item 2. |
Identity and Background
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Letter to the Independent Directors of Revlon, Inc.
|
||
Joint Filing Agreement, dated as of December 29, 2021 by and among the Reporting Persons
|
Dated: December 30, 2021
|
||
/s/ Ronald O. Perelman
|
||
Ronald O. Perelman
|
||
THE ROP REVOCABLE TRUST DATED 1/9/2018
|
||
By: /s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
||
THE RONALD O. PERELMAN 2020 TRUST
|
||
By: /s/ Matthew H. Kamens
|
||
Name: Matthew H. Kamens
|
||
Title: Co-Trustee
|
||
RCH HOLDINGS FIVE INC.
|
||
By: The ROP Revocable Trust Dated 1/9/2018
|
||
/s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
||
By: The Ronald O. Perelman 2020 Trust
|
||
/s/ Matthew H. Kamens
|
||
Name: Matthew H. Kamens
|
||
Title: Co-Trustee
|
||
THIRTY SIX EAST CORPORATION
|
||
By: The ROP Revocable Trust Dated 1/9/2018
|
||
/s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
MACANDREWS & FORBES
|
||
INCORPORATED
|
||
MACANDREWS & FORBES, LLC
|
||
MAFCO FOUR LLC
|
||
MFV HOLDINGS ONE LLC
|
||
SGMS ACQUISITION TWO LLC
|
||
SGMS ACQUISITION CORPORATION
|
||
DBX HOLDINGS ONE LLC
|
||
NDX HOLDINGS ONE LLC
|
||
MACANDREWS & FORBES
|
||
GROUP, LLC
|
||
By: /s/ Jeffrey A. Brodsky
|
||
Name: Jeffrey A. Brodsky
|
||
Title: Chief Financial Officer
|
||
PERELMAN TRUST COMPANY, LLC
|
||
Incorporated, its managing member
|
||
By: MacAndrews & Forbes
|
||
/s/ Jeffrey A. Brodsky
|
||
Name: Jeffrey A. Brodsky
|
||
Title: Chief Financial Officer
|
Name
|
Present Principal Occupation or Employment
|
|
Ronald O. Perelman
|
Chairman of the Board of Directors and Chief Executive Officer of Thirty Six East Corporation
|
|
Jeffrey A. Brodsky
|
Chief Financial Officer of Thirty Six East Corporation
|
|
Edward Mammone
|
Vice President and Controller of Thirty Six East Corporation
|
|
SGMS Acquisition Corporation
|
||
Ronald O. Perelman
|
Chairman of the Board of Directors and Chief Executive Officer of SGMS Acquisition Corporation
|
|
Jeffrey A. Brodsky
|
Chief Financial Officer of SGMS Acquisition Corporation
|
|
Edward Mammone
|
Senior Vice President and Controller of SGMS Acquisition Corporation
|
Very truly yours,
|
|||
MACANDREWS & FORBES INCORPORATED
|
|||
By:
|
/s/ Shiri Ben-Yishai
|
||
Shiri Ben-Yishai
|
|||
Chief Legal Officer- Executive Vice President
|
ACKNOWLEDGED AND AGREED:
|
|||
By:
|
/s/ Alan S. Bernikow
|
||
Alan S. Bernikow,
|
|||
On behalf of the Independent Directors of Revlon, Inc.
|
|||
cc: Cari Robinson, Esq.
|
Dated: December 29, 2021 | ||
/s/ Ronald O. Perelman
|
||
Ronald O. Perelman
|
||
THE ROP REVOCABLE TRUST DATED 1/9/2018
|
||
By: /s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
||
THE RONALD O. PERELMAN 2020 TRUST
|
||
By: /s/ Matthew H. Kamens
|
||
Name: Matthew H. Kamens
|
||
Title: Co-Trustee
|
||
RCH HOLDINGS FIVE INC.
|
||
By: The ROP Revocable Trust Dated 1/9/2018
|
||
/s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
||
By: The Ronald O. Perelman 2020 Trust
|
||
/s/ Matthew H. Kamens
|
||
Name: Matthew H. Kamens
|
||
Title: Co-Trustee
|
||
THIRTY SIX EAST CORPORATION
|
||
By: The ROP Revocable Trust Dated 1/9/2018
|
||
/s/ Ronald O. Perelman
|
||
Name: Ronald O. Perelman
|
||
Title: Trustee
|
MACANDREWS & FORBES
|
||
INCORPORATED
|
||
MACANDREWS & FORBES, LLC
|
||
MAFCO FOUR LLC
|
||
MFV HOLDINGS ONE LLC
|
||
SGMS ACQUISITION TWO LLC
|
||
SGMS ACQUISITION CORPORATION
|
||
DBX HOLDINGS ONE LLC
|
||
NDX HOLDINGS ONE LLC
|
||
MACANDREWS & FORBES
|
||
GROUP, LLC
|
||
By: /s/ Jeffrey A. Brodsky
|
||
Name: Jeffrey A. Brodsky
|
||
Title: Chief Financial Officer
|
||
PERELMAN TRUST COMPANY, LLC
|
||
Incorporated, its managing member
|
||
By: MacAndrews & Forbes
|
||
/s/ Jeffrey A. Brodsky
|
||
Name: Jeffrey A. Brodsky
|
||
Title: Chief Financial Officer
|