CUSIP No. | 67059N108 | 13G | ||||||||||||
1. | NAMES OF REPORTING PERSONS | |||||||||||||
Dheeraj Pandey | ||||||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||||||||||
(a) o | ||||||||||||||
(b) o | ||||||||||||||
3. | SEC USE ONLY | |||||||||||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||||||
United States of America | ||||||||||||||
SOLE VOTING POWER | ||||||||||||||
3,825,646(1)(3) | ||||||||||||||
SHARES | SHARED VOTING POWER | |||||||||||||
8,238,444(2)(3) | ||||||||||||||
EACH | SOLE DISPOSITIVE POWER | |||||||||||||
3,825,646 (1)(3) | ||||||||||||||
WITH | SHARED DISPOSITIVE POWER | |||||||||||||
8,238,444 (2)(3) | ||||||||||||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||||||
12,064,090 (1)(2)(3) | ||||||||||||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||||||||||||
o | ||||||||||||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||||||||||
6.65%(3)(4)(5) | ||||||||||||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||||||||||||
IN | ||||||||||||||
(1) | Consists of (i) 218,421 shares of Class A common stock held of record by the Reporting Person, (ii) 1,516,225 shares of Class B common stock held of record by the Reporting Person, as trustee of The Pandey 2016 Annuity Trust, and (iii) 2,091,000 shares of Class B common stock held by the Reporting Person that are subject to outstanding options that are vested and exercisable within 60 days of December 31, 2018. The Reporting Person has sole voting power and sole dispositive power with respect to these shares. |
(2) | Consists of (i) 5,230,367 shares of Class B common stock and 8,077 shares of Class A common stock held of record by The Pandey Revocable Trust, for which the Reporting Person and the Reporting Person’s spouse serve as co-trustees, (ii) 2,970,000 shares of Class B common stock held of record by The Pandey 2017 Irrevocable Descendant’s Trust, for which the Reporting Person and the Reporting Person’s spouse serves as co-trustees, and (iii) 30,000 shares of Class B common stock held of record by the 2012 Pandey Irrevocable Descendants’ Trust, for which the Reporting Person’s spouse serves as trustee. The Reporting Person has shared voting power and shared dispositive power with respect to these shares. |
(3) | Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation. |
(4) | The percentage reported assumes the exercise of all options held by the Reporting Person that are vested and exercisable within 60 days of December 31, 2018 and the conversion of all of the Reporting Persons’ Class B common stock into Class A common stock, resulting in a total of 12,064,090 shares of Class A common stock outstanding. The percentage reported is based on the total of 181,519,361 shares of common stock (which reflects the sum of (x) 148,391,282 shares of Class A common stock, and (y) 33,128,079 shares of Class B common stock) outstanding as of December 31, 2018. |
(5) | The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 9,973,090 outstanding shares of Class B common stock and Class A common stock held by the Reporting Person (which excludes the 2,091,000 shares of Class B common stock subject to outstanding options that are vested and exercisable within 60 days of December 31, 2018) represent 20.37% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2018. |
(a) | Name of Issuer: |
(b) | Address of Issuer’s Principal Executive Offices: |
(a) | Name of Person Filing: |
(b) | Address of Principal Business Office or, if None, Residence: |
(c) | Citizenship: |
(d) | Title of Class of Securities: |
(e) | CUSIP Number: |
(a) | Amount beneficially owned: |
(b) | Percent of class: |
(c) | Number of shares as to which the person has: |
i. | Sole power to vote or to direct the vote: |
ii. | Shared power to vote or to direct the vote: |
iii. | Sole power to dispose or to direct the disposition of: |
iv. | Shared power to dispose or to direct the disposition of: |
Dheeraj Pandey | ||||
By: /s/ Dheeraj Pandey | ||||