Sciarra Paul Cahill

SEC source: 0001819848-22-000041 · wf-form4_165523742256483.xml · derivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,574

Underlying: Common Stock · 27,574 shares

Expires not disclosed

F1 · derivative.exercise_date: Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "Annual Award"). The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 10, 2023, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting.

F1 · derivative.expiration_date: Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "Annual Award"). The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 10, 2023, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting.

SEC source: 0001819848-22-000015 · wf-form4_165411447662860.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sciarra Management Trust

Disclosed balance after: 60,196,805

F1 · ownership.nature: The shares of common stock are held of record by Sciarra Management Trust. The Reporting Person has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-22-014129 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,083

F1 · shares: Represents Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.

F2 · shares: The RSUs are fully vested on the grant date.

SEC source: 0000899243-22-011122 · doc4.xml · derivative · entry 4

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,606

Underlying: Common Stock · 24,606 shares

Expires 2032-03-10

F1 · derivative.exercise_price: Represents Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.

F5 · derivative.exercise_date: The RSUs will vest in full on the date of the next annual meeting of stockholders of the Issuer.

SEC source: 0000899243-22-011122 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,883

F1 · balance_after: Represents Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.

F2 · balance_after: The RSUs are fully vested on the grant date.

SEC source: 0000899243-21-048687 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 60,141,668

F1 · ownership.nature: The shares of common stock are held of record by Sciarra Management Trust. The Reporting Person has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-21-048457 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 60,067,168

F1 · ownership.nature: The shares of common stock are held of record by Sciarra Management Trust. The Reporting Person has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-21-041572 · doc4.xml · nonDerivative · entry 2

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 59,912,168

F1 · kind: On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization").

F1 · price: On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization").

F2 · price: Upon consummation of the Joby Holdings Reorganization, (a) each share of capital stock of Joby Holdings that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was cancelled and converted into a right to receive such number of validly issued, fully paid and nonassessable shares of common stock of the Issuer as set forth in the Reorganization Agreement, and (b) each share of common stock of the Issuer held by Joby Holdings immediately prior to the Joby Holdings Reorganization was forfeited to the Issuer and immediately thereafter cancelled and retired by the Issuer. As a result of the Joby Holdings Reorganization an aggregate of 98,802,553 shares of the Issuer's common stock held by Joby Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of the Issuer's common stock were issued to the prior stockholders of Joby Holdings.

F4 · ownership.nature: The shares of common stock are held of record by Sciarra Management Trust. The Reporting Person has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-21-041572 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · kind: On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization").

F1 · price: On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization").

F2 · price: Upon consummation of the Joby Holdings Reorganization, (a) each share of capital stock of Joby Holdings that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was cancelled and converted into a right to receive such number of validly issued, fully paid and nonassessable shares of common stock of the Issuer as set forth in the Reorganization Agreement, and (b) each share of common stock of the Issuer held by Joby Holdings immediately prior to the Joby Holdings Reorganization was forfeited to the Issuer and immediately thereafter cancelled and retired by the Issuer. As a result of the Joby Holdings Reorganization an aggregate of 98,802,553 shares of the Issuer's common stock held by Joby Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of the Issuer's common stock were issued to the prior stockholders of Joby Holdings.

F3 · ownership.nature: The shares of common stock were held of record by Joby Holdings for which Sciarra Management Trust was expected to exercise voting and dispositive power. The Reporting Person had voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-21-032872 · doc4.xml · nonDerivative · entry 2

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 49,540,579

F1 · price: On August 10, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021, by and among the Issuer, RTP Merger Sub Inc. ("Merger Sub") and Joby Aero, Inc. ("Joby"), Merger Sub merged with and into Joby with Joby surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Joby was automatically cancelled and converted into approximately 3.4572 shares of common stock of the Issuer.

F3 · ownership.nature: The shares of common stock are held of record by Joby Holdings, Inc., for which Sciarra Management Trust is expected to exercise voting and dispositive power. Mr. Sciarra has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-21-032872 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 49,540,579

F1 · price: On August 10, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021, by and among the Issuer, RTP Merger Sub Inc. ("Merger Sub") and Joby Aero, Inc. ("Joby"), Merger Sub merged with and into Joby with Joby surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Joby was automatically cancelled and converted into approximately 3.4572 shares of common stock of the Issuer.

F2 · ownership.nature: The shares of common stock are held of record by Sciarra Management Trust. Mr. Sciarra has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.

SEC source: 0000899243-20-012397 · doc4.xml · nonDerivative · entry 2

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F4 · price: These shares were sold in multiple transactions at prices ranging from $22.50 - $22.89, 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 set forth in this footnote.

F3 · ownership.nature: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest (within the meaning of Section 16) therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0000899243-20-012397 · doc4.xml · derivative · entry 3

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 26,902,217

Underlying: Class A Common Stock · 800,000 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: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_price: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F1 · kind: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F1 · price: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · price: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F1 · derivative.exercise_date: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_date: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F1 · derivative.expiration_date: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.expiration_date: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F3 · ownership.nature: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest (within the meaning of Section 16) therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0000899243-20-012397 · doc4.xml · nonDerivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 800,000

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: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F1 · price: On February 3, 2020, the Sciarra Management Trust converted 800,000 shares of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") into 800,000 shares of Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · price: Each share of Class B Common Stock is convertible at the option of the holder into one (1) share of Class A Common Stock, and has no expiration date. Each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuer's certificate of incorporation.

F3 · ownership.nature: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest (within the meaning of Section 16) therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0000899243-19-027121 · doc4.xml · derivative · entry 4

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 14,705,480

Underlying: Class A Common Stock · 14,705,480 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_price: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · kind: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F5 · shares: As of the date hereof, the Legacy Trust holds 6,412,655 shares of Class B Common Stock and the Remainder Trust holds 8,292,825 shares of Class B Common Stock.

F1 · derivative.exercise_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.expiration_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.expiration_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F5 · derivative.underlying_shares: As of the date hereof, the Legacy Trust holds 6,412,655 shares of Class B Common Stock and the Remainder Trust holds 8,292,825 shares of Class B Common Stock.

F5 · balance_after: As of the date hereof, the Legacy Trust holds 6,412,655 shares of Class B Common Stock and the Remainder Trust holds 8,292,825 shares of Class B Common Stock.

F4 · ownership.nature: These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F5 · ownership.nature: As of the date hereof, the Legacy Trust holds 6,412,655 shares of Class B Common Stock and the Remainder Trust holds 8,292,825 shares of Class B Common Stock.

SEC source: 0000899243-19-027121 · doc4.xml · derivative · entry 3

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class B Common Stock · 14,705,480 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_price: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · kind: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F4 · shares: These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F1 · derivative.exercise_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.expiration_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.expiration_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.underlying: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.underlying: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F4 · derivative.underlying_shares: These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F4 · ownership.nature: These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0000899243-19-027121 · doc4.xml · derivative · entry 2

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 27,702,217

Underlying: Class A Common Stock · 27,702,217 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_price: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · kind: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F3 · shares: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F1 · derivative.exercise_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.expiration_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.expiration_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F3 · ownership.nature: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0000899243-19-027121 · doc4.xml · derivative · entry 1

Sciarra Paul Cahill · CIK 0001782533 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class B Common Stock · 27,702,217 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_price: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · kind: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · kind: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F3 · shares: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F1 · derivative.exercise_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.exercise_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.expiration_date: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.expiration_date: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F1 · derivative.underlying: On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").

F2 · derivative.underlying: (Continued from footnote 1) Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).

F3 · derivative.underlying_shares: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.

F3 · ownership.nature: These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.