| (a) | Amount beneficially owned:
VGI: 35,824,562
VGI provides managerial services to VGOP and VGOD. VGI has the authority to dispose of and vote the shares of Common Stock directly held by VGOP and VGOD. VGI does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGOP and VGOD.
VGI beneficially owns 35,824,562 shares of Common Stock consisting of (i) 24,002,456 shares of Common Stock directly owned by VGOP and (ii) 11,822,106 shares of Common Stock directly owned by VGOD.
Opportunities Parent: 35,824,562
Opportunities Parent is the sole member of Opportunities GP, which has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP (which consists of the shares of Common Stock directly held by VGOP), and is the sole member of VGOD GP, which has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP (which consists of the shares of Common Stock directly held by VGOD). Opportunities Parent does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, Opportunities Parent may be deemed to beneficially own the shares of Common Stock directly held by VGOP and VGOD.
Opportunities Parent beneficially owns 35,824,562 shares of Common Stock consisting of (i) 24,002,456 shares of Common Stock directly owned by VGOP and (ii) 11,822,106 shares of Common Stock directly owned by VGOD.
Opportunities GP: 24,002,456
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock directly held by VGOP. Opportunities GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP.
Opportunities GP beneficially owns 24,002,456 shares of Common Stock consisting of 24,002,456 shares of Common Stock directly owned by VGOP.
Opportunities Portfolio GP: 24,002,456
Opportunities Portfolio GP serves as the general partner of VGOP and has the authority to dispose of and vote the shares of Common Stock directly owned by VGOP. Opportunities Portfolio GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP.
Opportunities Portfolio GP beneficially owns 24,002,456 shares of Common Stock consisting of 24,002,456 shares of Common Stock directly owned by VGOP.
VGOP: 24,002,456
VGOP has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
VGOD GP: 11,822,106
VGOD GP serves as the sole member of VGOD Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP, which consists of the shares of Common Stock that VGOD directly owns. In addition, VGOD GP is the general partner of each of Viking Global Opportunities Drawdown (Onshore) LP and Viking Global Opportunities Drawdown (Offshore) LP. VGOD GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, VGOD GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD GP beneficially owns 11,822,106 shares of Common Stock consisting of 11,822,106 shares of Common Stock directly owned by VGOD.
VGOD Portfolio GP: 11,822,106
VGOD Portfolio GP serves as the general partner of VGOD and has the authority to dispose of and vote the shares of Common Stock that VGOD directly owns. VGOD Portfolio GP does not directly own any shares of Common Stock.
Based on Rule 13d-3 of the Act, VGOD Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD Portfolio GP beneficially owns 11,822,106 shares of Common Stock consisting of 11,822,106 shares of Common Stock directly owned by VGOD.
VGOD: 11,822,106
VGOD has the authority to dispose of and vote the shares of Common Stock that it directly owns, which power may be exercised by its general partner, VGOD Portfolio GP, and by VGI, an affiliate of VGOD Portfolio GP, which provides managerial services to VGOD.
Viking Global Opportunities Drawdown (Offshore) LP (a Cayman Islands exempted limited partnership) and Viking Global Opportunities Drawdown (Onshore) LP (a Delaware limited partnership) invest substantially all of their assets in VGOD.
O. Andreas Halvorsen and Rose S. Shabet: 35,824,562
Mr. Halvorsen and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC (general partner of VGI) and Opportunities Parent, have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI and Opportunities Parent. Neither Mr. Halvorsen nor Ms. Shabet directly owns any shares of Common Stock.
Based on Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock directly held by VGOP and VGOD.
Mr. Halvorsen and Ms. Shabet each beneficially own 35,824,562 shares of Common Stock consisting of (i) 24,002,456 shares of Common Stock directly owned by VGOP and (ii) 11,822,106 shares of Common Stock directly owned by VGOD.
In addition to the shares of Common Stock reported herein, each of VGOD and VGOP holds a limited liability company interest in Mariposa Acquisition IX, LLC and, as a result, collectively may be deemed to have an indirect economic interest in certain shares of Common Stock held by Mariposa Acquisition IX, LLC. However, none of VGOD, VGOP nor any of the Reporting Persons have any beneficial ownership in such shares at this time, and so such shares have been excluded from the number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Schedule 13G. |
| | (ii) Shared power to vote or to direct the vote:
VGI: 35,824,562
Opportunities Parent: 35,824,562
Opportunities GP: 24,002,456
Opportunities Portfolio GP: 24,002,456
VGOP: 24,002,456
VGOD GP: 11,822,106
VGOD Portfolio GP: 11,822,106
VGOD: 11,822,106
O. Andreas Halvorsen and Rose S. Shabet: 35,824,562
|
| | (iv) Shared power to dispose or to direct the disposition of:
VGI: 35,824,562
Opportunities Parent: 35,824,562
Opportunities GP: 24,002,456
Opportunities Portfolio GP: 24,002,456
VGOP: 24,002,456
VGOD GP: 11,822,106
VGOD Portfolio GP: 11,822,106
VGOD: 11,822,106
O. Andreas Halvorsen and Rose S. Shabet: 35,824,562
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