STEM

SEC source: 0001104659-21-058955 · tm2114745-1_4seq1.xml · derivative · entry 2

Litowitz Alec N · CIK 0001368027 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,509,626 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F2 · ownership.direct: The securities reported herein are held directly by the Star Peak Sponsor LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-058955 · tm2114745-1_4seq1.xml · nonDerivative · entry 1

Litowitz Alec N · CIK 0001368027 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 9,509,626

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F2 · ownership.direct: The securities reported herein are held directly by the Star Peak Sponsor LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-058971 · tm2114745-5_4seq1.xml · derivative · entry 2

Scheyer Eric J · CIK 0001589127 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,509,626 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F2 · ownership.direct: The securities reported herein are held directly by the Star Peak Sponsor LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-058971 · tm2114745-5_4seq1.xml · nonDerivative · entry 1

Scheyer Eric J · CIK 0001589127 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 9,509,626

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F2 · ownership.direct: The securities reported herein are held directly by the Star Peak Sponsor LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-21-058959 · tm2114745-2_4seq1.xml · derivative · entry 2

Star Peak Sponsor LLC · CIK 0001821395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,509,626 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F2 · ownership.direct: The reporting person is controlled by a board of managers consisting of Eric Scheyer, Alex Litowitz and Michael C. Morgan; voting and dispositive decisions with respect to the securities of the issuer held by the reporting person require the unanimous consent of the board of managers. Accordingly, each of Messrs. Scheyer, Litowitz and Morgan are deemed to have or share beneficial ownership of the securities held directly by the reporting person.

SEC source: 0001104659-21-058959 · tm2114745-2_4seq1.xml · nonDerivative · entry 1

Star Peak Sponsor LLC · CIK 0001821395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,509,626

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

F1 · price: As described in the registrant's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.

SEC source: 0001104659-20-112337 · a4.xml · derivative · entry 1

MORGAN MICHAEL C · CIK 0001250209 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 9,589,626

Underlying: Class A common stock · 472,874 shares

Expires not disclosed

F2 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F1 · kind: This Form 4 reflects the automatic surrender to the issuer of 472,874 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by Star Peak Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: The securities reported herein are held directly by the Sponsor. The reporting person has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-20-112334 · a4.xml · derivative · entry 1

Litowitz Alec N · CIK 0001368027 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 9,589,626

Underlying: Class A common stock · 472,874 shares

Expires not disclosed

F2 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F1 · kind: This Form 4 reflects the automatic surrender to the issuer of 472,874 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by Star Peak Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: The securities reported herein are held directly by the Sponsor. The reporting person has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-20-112335 · a4.xml · derivative · entry 1

Scheyer Eric J · CIK 0001589127 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Star Peak Sponsor LLC

Disclosed balance after: 9,589,626

Underlying: Class A common stock · 472,874 shares

Expires not disclosed

F2 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F1 · kind: This Form 4 reflects the automatic surrender to the issuer of 472,874 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by Star Peak Sponsor LLC (the "Sponsor") pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: The securities reported herein are held directly by the Sponsor. The reporting person has voting and investment discretion with respect to the securities held by the the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001104659-20-112333 · a4.xml · derivative · entry 1

Star Peak Sponsor LLC · CIK 0001821395 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,589,626

Underlying: Class A common stock · 472,874 shares

Expires not disclosed

F2 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F1 · kind: This Form 4 reflects the automatic surrender to the issuer of 472,874 shares of the issuer's Class B common stock, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.

F2 · price: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-240267) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: The reporting person is controlled by a board of managers consisting of Eric Scheyer, Alex Litowitz and Michael C. Morgan; voting and dispositive decisions with respect to the securities of the issuer held by the reporting person require the unanimous consent of the board of managers. Accordingly, each of Messrs. Scheyer, Litowitz and Morgan are deemed to have or share beneficial ownership of the securities held directly by the reporting person.