UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Latham Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
51819L107
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
Wynnchurch Partners IV, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) ☐
(b) ☒
|
|||
|
3
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SEC USE ONLY
|
||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,983,771 (1)
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||||
|
7
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SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,983,771 (1)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,983,771 (1)
|
||||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1% (2)
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
(1) Consists of 14,983,771 shares of Common Stock held directly by WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and
Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly,
Francis G. Hayes and Christopher P. O’Brien.
(2) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
2
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
Wynnchurch Capital, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
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SEC USE ONLY
|
||||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,983,771 (1)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,983,771 (1)
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,983,771 (1)
|
||||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1% (2)
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
(1) Consists of 14,983,771 shares of Common Stock held directly by WC
Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser
to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
3
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
WC Partners Executive IV, L.P.
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
438,068 (1)(2)
|
||||
|
7
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SOLE DISPOSITIVE POWER
0
|
||||
|
8
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SHARED DISPOSITIVE POWER
438,068 (1)
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,068 (1)
|
||||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% (3)
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
(1) Consists of 438,068 shares of Common Stock held directly by WC Partners
Executive IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to WC Partners Executive IV, L.P. Wynnchurch Capital, L.P. is principally owned and
controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2)urchWynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC Partners Executive IV, L.P.
("WC Executive") have agreed that until the date, if any, that they and their affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to vote, any shares of Common
Stock that represent more than 9.9% of the outstanding Common Stock.
(3) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
4
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
Wynnchurch Capital Partners IV, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,545,703 (1)(2)
|
||||
|
7
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SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,545,703 (1)
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,545,703 (1)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7% (3)
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||||
(1) Consists of 14,545,703 shares of Common Stock held directly by
Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser to Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P.
is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2)urchWynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC
Partners Executive IV, L.P. ("WC Executive") have agreed that until the date, if any, that they and their affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to
vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock.
(3) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
5
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
John A. Hatherly
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,983,771 (1)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,983,771 (1)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,983,771 (1)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%(2)
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
(1) Consists of 14,983,771 shares of Common Stock held directly by WC
Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser
to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
6
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
Francis G. Hayes
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,983,771 (1)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,983,771 (1)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,983,771 (1)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%(2)
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
(1) Consists of 14,983,771 shares of Common Stock held directly by WC
Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser
to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
7
CUSIP No. 51819L107
|
1
|
NAME OF REPORTING PERSONS
Christopher Patrick O’Brien
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ☐
(b) ☒
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
14,983,771 (1)
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
14,983,771 (1)
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,983,771 (1)
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not Applicable
|
☐
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%(2)
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
(1) Consists of 14,983,771 shares of Common Stock held directly by WC
Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Partners IV, L.P. is the general partner of WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is the investment adviser
to WC Partners Executive IV, L.P. and Wynnchurch Capital Partners IV, L.P. Wynnchurch Capital, L.P. is principally owned and controlled by John A. Hatherly, Francis G. Hayes and Christopher P. O’Brien.
(2) The percent ownership calculated is based on an aggregate of 114,755,945 shares outstanding as of November 3, 2023
pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
8
CUSIP No. 51819L107
| Item 1(a). |
Name of Issuer:
|
Latham Group, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
787 Watervliet Shaker Road
Latham, NY 12110
| Item 2(a). |
Name of Person Filing:
|
The persons filing this Schedule 13G are (the “Reporting Persons”):
Wynnchurch Partners IV, L.P.
Wynnchurch Capital, L.P.
WC Partners Executive IV, L.P.
Wynnchurch Capital Partners IV, L.P.
John A. Hatherly
Francis G. Hayes
Christopher Patrick O’Brien
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
The business address of the Reporting Persons is:
6250 N. River Road, Suite 10-100
Rosemont, IL 60018
| Item 2(c). |
Citizenship:
|
Wynnchurch Partners IV, L.P.
WC Partners Executive IV, L.P.
Wynnchurch Capital Partners IV, L.P.
Cayman Islands
Wynnchurch Capital, L.P.
Delaware
John A. Hatherly
United States
9
CUSIP No. 51819L107
Francis G. Hayes
Christopher Patrick O’Brien
United States
| Item 2(d). |
Title of Class of Securities:
|
Common Stock
| Item 2(e). |
CUSIP Number:
|
51819L107
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
N/A
| Item 4. |
Ownership:
|
Wynnchurch Partners IV, L.P.
(a) Amount
Beneficially Owned: 14,983,771
(b) Percent of
Class: 13.1%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,983,771*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,983,771
Wynnchurch Capital, L.P.
(a) Amount
Beneficially Owned: 14,983,771
(b) Percent of
Class: 13.1%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,983,771*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,983,771
10
CUSIP No. 51819L107
WC Partners Executive IV, L.P.
(a) Amount
Beneficially Owned: 438,068
(b) Percent of
Class: 0.4%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 438,068*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 438,068
Wynnchurch Capital Partners IV, L.P.
(a) Amount
Beneficially Owned: 14,545,703
(b) Percent of
Class: 12.7%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,545,703*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,545,703
John A. Hatherly
(a) Amount
Beneficially Owned: 14,983,771
(b) Percent of
Class: 13.1%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,983,771*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,983,771
Francis G. Hayes
(a) Amount
Beneficially Owned: 14,983,771
(b) Percent of
Class: 13.1%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,983,771*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,983,771
11
CUSIP No. 51819L107
Christopher Patrick O’Brien
(a) Amount
Beneficially Owned: 14,983,771
(b) Percent of
Class: 13.1%
(c) Number of
shares as to which such person has:
(i) sole power to vote
or to direct the vote: 0
(ii) shared power to
vote or to direct the vote: 14,983,771*
(iii) sole power to
dispose or to direct the disposition of: 0
(iv) shared power to
dispose or to direct the disposition of: 14,983,771
See disclosure under Item 8.
*Wynnchurch Capital Partners IV, L.P. ("Wynnchurch IV") and WC Partners Executive IV, L.P. ("WC Executive") have agreed that until the date, if any, that they and their
affiliates own more than 50% of the Common Stock, Wynnchurch IV and WC Executive will not vote, and will cause each of their affiliates not to vote, any shares of Common Stock that represent more than 9.9% of the outstanding Common Stock.
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
N/A
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
|
N/A
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
N/A
| Item 8. |
Identification and Classification of Members of the Group:
|
Pamplona Capital Partners V, L. P. (the “Pamplona Fund”) entered into a stockholders agreement, dated as April 27, 2021 (the “Stockholders Agreement”), with
Wynnchurch Capital Partners IV, L.P. and WC Partners Executive IV, L.P. (collectively, the “Wynnchurch Funds”). Pursuant to the Stockholders Agreement, each of the Pamplona Fund and the Wynnchurch Funds have agreed, among other things, to
vote their shares of Common Stock to elect members of the board of directors of the Issuer as set forth therein. Because of the relationship between the Pamplona Fund and the Wynnchurch Funds as a result of the Stockholders Agreement, the
Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by the Wynnchurch Funds and/or to constitute a “group” with the Wynnchurch Funds. Each Reporting Person
disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Pamplona Fund. None of the 61,476,581 shares of Common Stock held by the Pamplona Fund, as reflected in the Schedule 13G filed by the Pamplona Fund and its
affiliates on February 11, 2022, are reflected in this report.
12
CUSIP No. 51819L107
On January 11, 2022, the Pamplona Fund and the Wynnchurch Funds sold 9,630,896 and 2,783,397 shares of Common Stock to the Issuer, respectively. (Wynnchurch Capital Partners
IV, L.P. sold 2,702,021 shares of Common Stock and WC Partners Executive IV, L.P. sold 81,376 shares of Common Stock.) The Issuer sold an equal number of shares of Common Stock in a concurrent public offering and used the net proceeds thereof to
purchase the shares from the Pamplona Funds and the Wynnchurch Funds.
All percentages calculated in this Schedule 13G are based upon an aggregate of 114,755,945 shares of Common Stock outstanding as of November 3, 2023 as indicated in the Issuer’s Form 10-Q filed on November 7,
2023.
| Item 9. |
Notice of Dissolution of Group:
|
N/A
| Item 10. |
Certification:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under Rule 14a-11.
Exhibits.
Joint filing agreement (previously filed ast Exhibit 99.1 to the reporting parties'
Schedule 13G filed February 14, 2022).
[Signature pages follow on next pages.]
13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
WYNNCHURCH PARTNERS IV, L.P.
By: Wynnchurch Management, Ltd., its General Partner
By: /s/ Christopher P. O'Brien
Name: Christopher P. O’Brien
Title: Executive Vice President
WYNNCHURCH CAPITAL, L.P.
By: WC Management Co – UGP LLC, its General Partner
By: /s/ Christopher P. O'Brien
Name: Christopher P. O’Brien
Title: President
WC PARTNERS EXECUTIVE IV, L.P.
By: Wynnchurch Partners IV, L.P., its General Partner
By: Wynnchurch Management, Ltd., its General Partner
By: /s/ Christopher P. O'Brien
Name: Christopher P. O’Brien
Title: Executive Vice President
SIGNATURE PAGE
WYNNCHURCH CAPITAL PARTNERS IV, L.P.
By: Wynnchurch Partners IV, L.P., its General Partner
By: Wynnchurch Management, Ltd., its General Partner
By: /s/ Christopher P. O'Brien
Name: Christopher P. O’Brien
Title: Executive Vice President
/s/ John A. Hatherly
John A. Hatherly
/s/ Francis G. Hayes
Francis G. Hayes
/s/ Christopher P. O'Brien
Christopher Patrick O’Brien
SIGNATURE PAGE