Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
STAGWELL INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
552697104
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
March 14, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
____________
*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 disclosures provided in a prior cover page.
The information required on 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. 552697104
|
SCHEDULE 13D
|
Page 2 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
13.0% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC-CO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 3 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Goldman Sachs & Co. LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC; AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New York
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,099,784 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
13.0% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
BD-IA
|
|
|
|||
|
|
|
||||
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 4 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Broad Street Principal Investments, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.9% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 5 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
StoneBridge 2017, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.9% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 6 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
StoneBridge 2017 Offshore, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.9% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 7 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Bridge Street Opportunity Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF (See Item 3)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,948,746 (See Items 3, 4 and 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.9% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
This Amendment No. 8 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting
Persons on March 24, 2017, Amendment No. 2 filed by the Reporting Persons on March 14, 2019, Amendment No. 3 filed by the Reporting Persons on December 23, 2020, Amendment No. 4 filed by the Reporting Persons on April 21, 2021, Amendment No. 5
filed by the Reporting Persons on July 13, 2021, Amendment No. 6 filed by the Reporting Persons on August 4, 2021, and Amendment No. 7 filed by the Reporting Persons on November 8, 2021 (the “Original Schedule 13D” and, as amended and
supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined
in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
This Amendment No. 8 is being filed to make updates and amendments to the Original Schedule 13D as follows:
Item 2. Identity and Background.
This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules
I, II-A, II-B and III hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.
Item 4. Purpose of Transaction.
This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below:
On March 9, 2023, Broad Street Principal Investments, L.L.C., StoneBridge 2017, L.P., and StoneBridge 2017 Offshore, L.P. (the “Selling
Stockholders”) agreed to sell 4,000,000 Class A Shares at a price of $6.429375 per share (the “Offering”) to Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (the “Underwriters”), pursuant to the terms and
conditions of the underwriting agreement (the “Underwriting Agreement”) entered into between the Selling Stockholder, the Issuer and the Underwriter. The sale was consummated on March 14, 2023.
Pursuant to the Underwriting Agreement, the Issuer and Stagwell Global have agreed that, subject to specified exceptions, without
the prior written consent of the Underwriters, the Company will not, during the period ending 60 days after the date of the prospectus: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or any securities convertible into or exercisable or exchangeable for Class A Shares or such
other securities which may be deemed to be beneficially owned by the Issuer or Stagwell Global (any such securities in this clause (i) “Restricted Securities”); (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of Restricted Securities, or (iii) file any registration statement with the Securities and Exchange Commission relating to the offering of any Restricted Securities or any
securities convertible into or exercisable or exchangeable for Restricted Securities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit
99.8 hereto and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety
as set forth below:
“(a)-(b) The following disclosure assumes there are 131,605,852 Class A Shares of the Issuer outstanding as of February 28, 2023, as
reported on the Issuer’s Form 10-K, filed on March 6, 2023 and all percentages presented herein are based thereon.
As of March 14, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 17,099,784 Class A Shares of the Issuer, which number
includes 151,038 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 13% of the total number of Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2023, GS Group and Goldman Sachs may be deemed to share beneficial ownership
of 16,948,746 Class A Shares, consisting of (i) 14,094,157 Class A Shares directly held by BSPI, and (ii) 2,854,589 Class A Shares directly held by the Employee Funds as reported herein, collectively representing approximately 12.9% of the
outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2023, the Reporting Persons may be deemed to share beneficial ownership, of
16,948,746 Class A Shares (directly held by BSPI and the Employee Funds), which constitutes approximately 12.9% of the outstanding Class A Shares.”
This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of
the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty day period from January 13, 2023 through March 14, 2023.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth under Item 4 of this Amendment is incorporated her
ein by reference.
Item 7. Material to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
99.2
|
Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed as Exhibit 99.2 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by
reference).
|
| 99.3 |
Power of Attorney, relating to Goldman Sachs & Co. LLC (filed as Exhibit 99.3 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by
reference).
|
|
99.4
|
Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed as Exhibit 99.4 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated
herein by reference).
|
|
99.5
|
Power of Attorney, relating to StoneBridge 2017, L.P. (filed as Exhibit 99.5 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by reference)
|
|
99.6
|
Power of Attorney, relating to StoneBridge 2017 Offshore, L.P. (filed as Exhibit 99.6 to the Original Schedule 13-D on April 23, 2021 (SEC File No. 005-53561) and incorporated herein by
reference).
|
|
99.7
|
Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (filed as Exhibit 99.7 to the Original Schedule 13-D on April 23,
2021 (SEC File No. 005-53561) and incorporated herein by reference).
|
|
99.8
|
Underwriting Agreement, dated as of March 9, 2023 by and between Stagwell Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and the Selling Stockholders (as such term is defined therein),
incorporated by reference to Exhibit 1.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023.
|
SIGNATURE
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.
Dated: March 14, 2023
|
The Goldman Sachs Group, Inc.
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
Goldman Sachs & Co. LLC
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
|
Broad Street Principal Investments, L.L.C.
|
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
| StoneBridge 2017, L.P. | |||
| By: |
Bridge
Street Opportunuity Advisors, L.L.C.
its General Partner
|
||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
| StoneBridge 2017 Offshore, L.P. | |||
| By: |
Bridge Street Opportunuity Advisors, L.L.C.
its General Partner
|
||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
| Bridge Street Opportunity Advisors, L.L.C. |
|||
|
|
By:
|
/s/ Jamison Yardley
|
|
| Name: |
Jamison Yardley
|
||
| Title: |
Attorney in Fact
|
||
SCHEDULE I
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Mark O. Winkelman, who is a citizen of the Netherlands, Philip R. Berlinski is also a citizen
of Belgium and the United Kingdom, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
|
Name
|
Present Principal Occupation
|
|
David M. Solomon
|
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
|
|
Philip R. Berlinski
|
Global Treasurer of The Goldman Sachs Group, Inc.
|
| M. Michele Burns |
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc.,
Mirant Corp. and Delta Air Lines, Inc.
|
| Denis P. Coleman III |
Chief Financial Officer of The Goldman Sachs Group, Inc.
|
| Drew G. Faust |
Professor and Former President of Harvard University
|
| Mark A. Flaherty |
Former Vice Chairman, Wellington Management Company
|
| Sheara J. Fredman |
Chief Accounting Officer of The Goldman Sachs Group, Inc.
|
| Kimberley D. Harris |
Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
|
| Kevin Johnson |
Former President and Chief Executive Officer, Starbucks Corporation
|
| Ellen J. Kullman |
Executive Chair, Carbon, Inc.
|
| Brian J. Lee |
Chief Risk Officer of The Goldman Sachs Group, Inc.
|
| Lakshmi N. Mittal |
Executive Chairman of ArcelorMittal S.A.
|
| Adebayo O. Ogunlesi |
Chairman and Managing Partner of Global Infrastructure Partners
|
| Peter Oppenheimer |
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
|
| John F.W. Rogers |
Executive Vice President of The Goldman Sachs Group, Inc.
|
| Kathryn H. Ruemmler |
Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
|
| Ericka T. Leslie |
Chief Administrative Officer of The Goldman Sachs Group, Inc.
|
| Jan E. Tighe |
Former Vice Admiral, United States Navy
|
| Jessica R. Uhl |
Former Chief Financial Officer of Shell plc
|
| David A. Viniar |
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
|
| John E. Waldron |
President and Chief Operating Officer of The Goldman Sachs Group, Inc.
|
| Mark O. Winkelman |
Private Investor |
SCHEDULE II-A
The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman
Sachs & Co. LLC in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business
address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A
4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France;
Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent
resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
|
Name
|
Present Principal Occupation
|
|
Richard A. Friedman
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Bruun
|
Managing Director of Goldman Sachs International
|
| Joe DiSabato |
Managing Director of Goldman Sachs & Co. LLC
|
| Bradley J. Gross |
Managing Director of Goldman Sachs & Co. LLC
|
| Stephanie Hui |
Managing Director of Goldman Sachs (Asia) LLC
|
| Adrian M. Jones |
Managing Director of Goldman Sachs & Co. LLC
|
| Michael E. Koester |
Managing Director of Goldman Sachs & Co. LLC
|
| Scott Lebovitz |
Managing Director of Goldman Sachs & Co. LLC
|
| Jo Natauri |
Managing Director of Goldman Sachs & Co. LLC
|
| James Reynolds |
Managing Director of Goldman Sachs International
|
| David Thomas |
Managing Director of Goldman Sachs & Co. LLC
|
| Anthony Arnold |
Managing Director of Goldman Sachs & Co. LLC
|
| Michele Titi-Cappelli |
Managing Director of Goldman Sachs International
|
| Laurie Schmidt |
Managing Director of Goldman Sachs & Co. LLC
|
| Milton Millman |
Managing Director of Goldman Sachs & Co. LLC
|
| Julian Salisbury |
Managing Director of Goldman Sachs & Co. LLC
|
| Chris Kojima |
Managing Director of Goldman Sachs & Co. LLC
|
| Harvey Shapiro |
Managing Director of Goldman Sachs & Co. LLC
|
| Danielle Natoli |
Managing Director of Goldman Sachs & Co. LLC
|
| Thomas McAndrew |
Managing Director of Goldman Sachs & Co. LLC
|
| Kenneth Pontarelli |
Managing Director of Goldman Sachs & Co. LLC
|
| Michael Hui |
Managing Director of Goldman Sachs (Asia) L.L.C.
|
| Jose Baretto |
Managing Director of Goldman Sachs International
|
| Leonard Seevers |
Managing Director of Goldman Sachs & Co. LLC
|
| Gregory Olafson |
Managing Director of Goldman Sachs & Co. LLC
|
SCHEDULE II-B
The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, the general partner of each of SB Employee Fund and
SB Employee Fund Offshore, are set forth below.
The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The
business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom,
Michael Dalton, Michael Watts, Christopher (Chance) Monroe, Kyle Kendall, James Huckaby, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30
Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr
#560, Irvine, CA 92618.
All executive officers listed
below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Beat Cabiallavetta is a citizen of Switzerland; Harsh Nanda is a citizen of India, David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and
Sebastien Gagnon are citizens of Canada.
|
Name
|
Position |
Present Principal Occupation
|
|
Richard A. Friedman
|
President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Nicole Agnew
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Anthony Arnold
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alex Chi
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Darren Cohen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joseph P. DiSabato
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeffrey M. Fine
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Bradley J. Gross
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Adrian M. Jones
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael E. Koester
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Scott Lebovitz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Miller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Hillel Moerman
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jo Natauri
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gregory Olafson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kenneth Pontarelli
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Laurie E. Schmidt
|
Vice President & Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Leonard Seevers
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Ungari
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Vikas Agrawal
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Daniel Alger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Patrick Armstrong
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Oksana Beard
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Lee Becker
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Bell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Allison Beller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeffrey Bernstein
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Justin Betzen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Katherine Bloom
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeff Boyd
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Steven Budig
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Beat Cabiallavetta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
David Campbell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Omar Chaudhary
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Alexander Cheek
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Chen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Michael Dalton
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Dirk Degenaars
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Diaz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Terence Doherty
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ryan Flanagan
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Sebastien Gagnon
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Philip Grovit
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Ashwin Gupta
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jonathan Hunt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Kyle Kendall
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher Kojima
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jason Kreuziger
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Lee Levy
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christina Sun Li
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cedric Lucas
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Taylor Mefford
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher Monroe
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Antoine Munfa
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harsh Nanda
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Christopher Nelson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Jeff Possick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Andrew Rhee
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Brady Schuck
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Cleaver Sower
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gabriella Skirnick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Holger Staude
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Joseph Sumberg
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Peter Vermette
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Sherry Wang
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Gregory Watts
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Letitia Webster
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Mark Wetzel
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Andrew White
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
William Y. Eng
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Scott Kilpatrick
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael Watts
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Clayton Wilmer
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
|
Carey Ziegler
|
Vice President & Secretary
|
Vice President of Goldman Sachs & Co. LLC
|
|
David Thomas
|
Vice President, Assistant Secretary & Assistant General Counsel
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Getty Chin
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Daniel Farrar
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Kirsten Frivold Imohiosen
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Larry Kleinman
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Harvey Shapiro
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Johanna Volpi
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
|
Michael J. Perloff
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
SCHEDULE III
On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order
instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the
commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MDB”), and that documentation prepared in connection with the 1MDB transactions did not accurately
reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.
On September 27, 2022, the SEC entered an
order in which it settled charges against Goldman Sachs & Co. LLC (“GS & Co.”) for violating certain recordkeeping and supervisory provisions of the Securities Exchange Act of 1934 by failing to maintain or preserve certain
written business communications that were conducted on unapproved communication methods and failing to implement its policies and procedures that prohibit such communications. GS & Co. has agreed to pay a civil monetary penalty in the
amount of $125,000,000 to the SEC in connection with these charges. Also on September 27, 2022, the Commodity Futures Trading Commission (the “CFTC”) issued an order filing and settling charges with GS & Co. for failing to maintain,
preserve or pr
oduce records that were required to be kept under CFTC recordkeeping requirements and failing to diligently supervise matters related to its business as a CFTC registrant. GS & Co. has agreed to pay a civil monetary penalty of
$75,000,000 to the CFTC.