KD

SEC source: 0001562180-22-008381 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 627,624

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 42,830 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008388 · primarydocument.xml · nonDerivative · entry 1

Machuel Denis · CIK 0001883309 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,556

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 10,990 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008386 · primarydocument.xml · nonDerivative · entry 1

CHARBONNIER MARYJO · CIK 0001466991 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,459

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 5,635 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008385 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 464,875

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 22,542 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008382 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,159,110

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 59,173 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008384 · primarydocument.xml · nonDerivative · entry 1

Khurana Vineet · CIK 0001884234 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,486

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 4,226 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-008383 · primarydocument.xml · nonDerivative · entry 1

Sebold Edward · CIK 0001885187 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 123,942

F1 · shares: Represents the withholding from delivery of shares of Common Stock from the Issuer to satisfy Reporting Person's tax withholding obligation upon the vesting of 8,453 restricted stock units previously granted to Reporting Person. These shares of Common Stock were not sold by the Reporting Person but were instead offset from the total number of vested shares of Common Stock received by the Reporting Person from the Issuer.

SEC source: 0001562180-22-007588 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 651,309

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.095 to $9.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-007587 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,191,833

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.28 to $9.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-007586 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 476,406

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.07 to $9.165, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-007524 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 627,509

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 65,395 restricted stock units.

SEC source: 0001562180-22-007528 · primarydocument.xml · nonDerivative · entry 1

CHARBONNIER MARYJO · CIK 0001466991 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,491

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 10,377 restricted stock units.

SEC source: 0001562180-22-007529 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 456,406

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 42,826 restricted stock units.

SEC source: 0001562180-22-007527 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,082,833

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 123,634 restricted stock units.

SEC source: 0001562180-22-007526 · primarydocument.xml · nonDerivative · entry 1

Khurana Vineet · CIK 0001884234 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,010

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 6,518 restricted stock units.

SEC source: 0001562180-22-007525 · primarydocument.xml · nonDerivative · entry 1

Sebold Edward · CIK 0001885187 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,930

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 10,863 restricted stock units.

SEC source: 0001562180-22-007007 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 478,312

F1 · kind: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of 8,108 restricted stock units.

SEC source: 0001562180-22-006088 · primarydocument.xml · nonDerivative · entry 1

Machuel Denis · CIK 0001883309 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,389

SEC source: 0001562180-22-005986 · primarydocument.xml · nonDerivative · entry 1

Hester Stephen A. M. · CIK 0001883312 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,389

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.915 to $11.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-005953 · primarydocument.xml · nonDerivative · entry 1

Ungerleider Howard I · CIK 0001514396 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,389

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.53 to $10.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-005823 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 663,673

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005822 · primarydocument.xml · nonDerivative · entry 1

CHARBONNIER MARYJO · CIK 0001466991 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,232

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005825 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 482,460

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005827 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,151,203

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005826 · primarydocument.xml · nonDerivative · entry 1

Khurana Vineet · CIK 0001884234 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,303

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005824 · primarydocument.xml · nonDerivative · entry 1

Sebold Edward · CIK 0001885187 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,769

F1 · shares: Represents a grant of Restricted Stock Units that vest in four equal annual installments beginning on August 1, 2023.

SEC source: 0001562180-22-005789 · primarydocument.xml · nonDerivative · entry 1

Hester Stephen A. M. · CIK 0001883312 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005790 · primarydocument.xml · nonDerivative · entry 1

JACKSON SHIRLEY A · CIK 0001168019 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,115

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005792 · primarydocument.xml · nonDerivative · entry 1

Kugel Janina · CIK 0001883310 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005793 · primarydocument.xml · nonDerivative · entry 1

Machuel Denis · CIK 0001883309 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005788 · primarydocument.xml · nonDerivative · entry 1

HARRIS JOHN D · CIK 0001243160 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,445

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005795 · primarydocument.xml · nonDerivative · entry 1

Schreuder Jana R · CIK 0001328600 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005796 · primarydocument.xml · nonDerivative · entry 1

Ungerleider Howard I · CIK 0001514396 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005794 · primarydocument.xml · nonDerivative · entry 1

Merchant Rahul N · CIK 0001381335 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-005797 · primarydocument.xml · nonDerivative · entry 1

Caruso Dominic J · CIK 0001385325 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,389

F1 · shares: Represents a grant of restricted stock units which will vest in full on the earlier of the anniversary of the grant date and the date of the Issuer's 2023 annual meeting of stockholders (provided that the date of such annual meeting is at least 50 weeks after the date of the Issuer's 2022 annual meeting of stockholders).

SEC source: 0001562180-22-004983 · primarydocument.xml · nonDerivative · entry 2

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 413,084

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004982 · primarydocument.xml · nonDerivative · entry 2

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 804,994

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004981 · primarydocument.xml · nonDerivative · entry 2

Sebold Edward · CIK 0001885187 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,310

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004984 · primarydocument.xml · nonDerivative · entry 2

Khurana Vineet · CIK 0001884234 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,573

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004983 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 415,020

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004982 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 813,116

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004981 · primarydocument.xml · nonDerivative · entry 1

Sebold Edward · CIK 0001885187 · General Counsel and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,164

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001562180-22-004984 · primarydocument.xml · nonDerivative · entry 1

Khurana Vineet · CIK 0001884234 · Vice President & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,973

F1 · shares: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

SEC source: 0001209191-22-032388 · doc4.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 22,307,055

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.91 to $12.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F2 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of GS Group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950142-22-001695 · es220254306_4-ibm.xml · derivative · entry 2

INTERNATIONAL BUSINESS MACHINES CORP · CIK 0000051143 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,301,536

Underlying: Common Stock · 22,301,536 shares

Expires not disclosed

F2 · security: The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount.

F2 · derivative.exercise_price: The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount.

F2 · derivative.exercise_date: The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount.

F2 · derivative.expiration_date: The reporting person entered into a cash-settled swap with the lender of the short-term credit facility as counterparty that established economic exposure to 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, the counterparty will deliver to the reporting person an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the reporting person will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount.

SEC source: 0000950142-22-001695 · es220254306_4-ibm.xml · nonDerivative · entry 1

INTERNATIONAL BUSINESS MACHINES CORP · CIK 0000051143 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,301,536

F1 · kind: The reporting person exchanged 22,301,536 shares of the common stock of the Issuer, together with $46 million in cash, to extinguish $357 million aggregate principal amount of indebtedness under a short-term credit facility of the reporting person in a debt-for-equity exchange.

F1 · price: The reporting person exchanged 22,301,536 shares of the common stock of the Issuer, together with $46 million in cash, to extinguish $357 million aggregate principal amount of indebtedness under a short-term credit facility of the reporting person in a debt-for-equity exchange.

SEC source: 0001209191-22-031464 · doc4.xml · derivative · entry 1

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock, par value $0.01 per share · 22,301,536 shares

Expires not disclosed

F1 · security: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · derivative.exercise_price: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · kind: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · shares: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · price: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · derivative.exercise_date: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · derivative.expiration_date: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F1 · balance_after: On May 19, 2022, Goldman Sachs & Co. LLC ("Goldman Sachs") entered into a cash-settled swap (which represents the establishment of a "put equivalent position" that is deemed to constitute a "sale" of the underlying securities for purposes of Section 16(b) pursuant to Rule 16b-6(a)) with a counterparty in respect of 22,301,536 shares of common stock of the Issuer (the number of shares, the "Notional Amount"). The swap agreement provides that, upon settlement of the swap, which will occur no later than November 2, 2022, if the arithmetic average of the volume-weighted average prices of the Issuer's common stock over the observation period of the swap (plus a guaranteed spread) is: (i) greater than $13.95, Goldman Sachs will deliver to the counterparty an amount equal to the difference multiplied by the Notional Amount or (ii) less than $13.95, the counterparty will deliver to Goldman Sachs an amount equal to the difference multiplied by the Notional Amount.

F2 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs. Goldman Sachs is a subsidiary of GS Group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0001562180-22-004023 · primarydocument.xml · nonDerivative · entry 1

Keinan Elly · CIK 0001883311 · Group President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 417,769

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.24 to $11.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-004024 · primarydocument.xml · nonDerivative · entry 1

Schroeter Martin J · CIK 0001594465 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 828,040

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.22 to $11.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0001562180-22-004022 · primarydocument.xml · nonDerivative · entry 1

Wyshner David B · CIK 0001314584 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,571

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.96 to $10.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.