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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
CLEARWAY ENERGY, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
Class C Common Stock, par value $0.01 per share
(Title of Class of Securities)
18539C105 (Class A Common Stock)
18539C204 (Class C Common Stock)
(CUSIP Number)
February 25, 2019 (for Class A Common Stock)
February 21, 2019 (for Class C Common Stock)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
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).
SEC 1745 (3-06)
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 2,563,376 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 2,563,376 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,376 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 3.5% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 2,563,376 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 2,563,376 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,376 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 3.5% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 2,563,376 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 2,563,376 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,376 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 3.5% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 2,563,376 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 2,563,376 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,376 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 3.5% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 2,563,376 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 2,563,376 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,376 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 3.5% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 1,141,846 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 1,141,846 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,846 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 1.6% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 1,141,846 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 1,141,846 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,141,846 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 1.6% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 68,443 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 68,443 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 68,443 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.1% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 506,459 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 506,459 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 506,459 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.7% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 506,459 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 506,459 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 506,459 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.7% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 506,459 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 506,459 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 506,459 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.7% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 506,459 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 506,459 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 506,459 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.7% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 574,902 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 574,902 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 574,902 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 0.8% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 28,547 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 28,547 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 28,547 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) Percentage amounts to less than one-tenth of a percent of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 28,547 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 28,547 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 28,547 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) Percentage amounts to less than one-tenth of a percent of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 17,325 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 17,325 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 17,325 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) Percentage amounts to less than one-tenth of a percent of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 950,537 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 950,537 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 950,537 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) 1.3% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 18539C204 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 5,455,943 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power 5,455,943 shares of Class C Common Stock | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,455,943 shares of Class C Common Stock | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11 |
Percent of Class Represented by Amount in Row (9) 7.4% of outstanding Class C Common Stock | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power 5,455,943 shares of Class C Common Stock | ||||
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7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power 5,455,943 shares of Class C Common Stock | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,455,943 shares of Class C Common Stock | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) 7.4% of outstanding Class C Common Stock | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power 5,455,943 shares of Class C Common Stock | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power 5,455,943 shares of Class C Common Stock | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,455,943 shares of Class C Common Stock | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) 7.4% of outstanding Class C Common Stock | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 18539C105 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power 5,455,943 shares of Class C Common Stock | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power 5,455,943 shares of Class C Common Stock | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,455,943 shares of Class C Common Stock | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) 7.4% of outstanding Class C Common Stock | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
Item 1. | ||
|
(a) |
Name of Issuer |
|
(b) |
Address of Issuers Principal Executive Offices Princeton, New Jersey 08540 |
| ||
Item 2. | ||
|
(a) |
Name of Person Filing
Credit Strategies, A-N Credit, TR Levered Yield, and TR Opportunistic each hold securities of the Issuer. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit.
TR Master Fund and TR Enhanced are the shareholders of TR Opportunistic. TR Management serves as the investment manager for TR Master Fund and TR Enhanced Management serves as the investment manager for TR Enhanced as well as for TR Levered Yield.
ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (Franklin K2). ACCM LLC is the sole member of ACM LLC. SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Long/Short Credit Fund (FTIF-Franklin K2). Arrowhead Management provides investment management services to San Bernardino County Employees Retirement Association (SBCERA).
Capital Management serves as the sole member of A-N Credit Management, ACCM LLC, SA Management and Arrowhead Management, and the sole member and manager of ST Management Holdings, TR Management, TR Enhanced |
|
|
Management, and provides investment management services for K2 Apollo Liquid Credit Master Fund Ltd (K2 Apollo). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. |
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
(c) |
Citizenship |
|
(d) |
Title of Class of Securities Class C Common Stock, par value $0.01 per share (the Class C Common Stock, and together with Class A Common Stock, the Common Stock) |
|
(e) |
CUSIP Number 18539C204 (Class C Common Stock) |
| ||
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
|
Not applicable. |
Item 4. |
Ownership. |
|
(a) |
Amount beneficially owned: | |||||||
|
|
|
Class A |
|
Class C |
|
| ||
|
Credit Strategies |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Operating |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Capital |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management Holdings |
|
836,530 |
|
2,563,376 |
|
| ||
|
A-N Credit |
|
411,513 |
|
1,141,846 |
|
| ||
|
A-N Credit Management |
|
411,513 |
|
1,141,846 |
|
| ||
|
TR Levered Yield |
|
46,640 |
|
68,443 |
|
| ||
|
TR Opportunistic |
|
198,366 |
|
506,459 |
|
| ||
|
TR Master Fund |
|
198,366 |
|
506,459 |
|
| ||
|
TR Management |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced Management |
|
245,006 |
|
574,902 |
|
| ||
|
ACM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
ACCM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
SA Management |
|
20,825 |
|
17,325 |
|
| ||
|
Arrowhead Management |
|
410,680 |
|
950,537 |
|
| ||
|
Capital Management |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Capital Management GP |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings GP |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
|
The number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of February 28, 2019. The number of shares of Common Stock reported as beneficially owned by ACM LLC and ACCM LLC are held by Franklin K2, for which ACM LLC has the authority to vote and to make investment decisions. The number of shares of Common Stock reported as beneficially owned by SA Management are held by FTIF-Franklin K2, for which SA Management has the authority to vote and to make investment decisions. The number of shares reported as beneficially owned by Arrowhead Management include 410,680 shares of Class A Common Stock and 950,537 shares of Class C Common Stock held by SBCERA, for which Arrowhead Management has the authority to vote and to make investment decisions. The number of shares reported as beneficially owned by Capital Management include, among others, 153,167 shares of Class A Common Stock and 179,410 shares of Class C Common Stock held by K2 Apollo, for which Capital Management has the authority to vote and to make investment decisions. The shares of Common Stock reported as beneficially owned by ST Management Holdings, ACCM LLC, and SA Management are also included in the shares reported as beneficially owned by Capital Management, Capital Management GP, Management Holdings and Management Holdings GP.
Credit Strategies, A-N Credit, TR Levered Yield and TR Opportunistic each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, TR Master Fund, TR Management, TR Enhanced, TR Enhanced Management, ACM LLC, ACCM LLC, SA Management, Arrowhead Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial | |||||||
|
|
ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |||||||
|
(b) |
Percent of class:
| |||||||
|
|
|
Class A |
|
Class C |
|
| ||
|
Credit Strategies |
|
2.4 |
% |
3.5 |
% |
| ||
|
ST Management |
|
2.4 |
% |
3.5 |
% |
| ||
|
ST Operating |
|
2.4 |
% |
3.5 |
% |
| ||
|
ST Capital |
|
2.4 |
% |
3.5 |
% |
| ||
|
ST Management Holdings |
|
2.4 |
% |
3.5 |
% |
| ||
|
A-N Credit |
|
1.2 |
% |
1.6 |
% |
| ||
|
A-N Credit Management |
|
1.2 |
% |
1.6 |
% |
| ||
|
TR Levered Yield |
|
0.1 |
% |
0.1 |
% |
| ||
|
TR Opportunistic |
|
0.6 |
% |
0.7 |
% |
| ||
|
TR Master Fund |
|
0.6 |
% |
0.7 |
% |
| ||
|
TR Management |
|
0.6 |
% |
0.7 |
% |
| ||
|
TR Enhanced |
|
0.6 |
% |
0.7 |
% |
| ||
|
TR Enhanced Management |
|
0.7 |
% |
0.8 |
% |
| ||
|
ACM LLC |
|
0.1 |
% |
* |
|
| ||
|
ACCM LLC |
|
0.1 |
% |
* |
|
| ||
|
SA Management |
|
0.1 |
% |
* |
|
| ||
|
Arrowhead Management |
|
1.2 |
% |
1.3 |
% |
| ||
|
Capital Management |
|
6.1 |
% |
7.4 |
% |
| ||
|
Capital Management GP |
|
6.1 |
% |
7.4 |
% |
| ||
|
Management Holdings |
|
6.1 |
% |
7.4 |
% |
| ||
|
Management Holdings GP |
|
6.1 |
% |
7.4 |
% |
| ||
|
|
* Percentage amounts to less than one-tenth of a percent of outstanding Class C Common Stock. | |
|
|
The percentages are based on 34,599,645 shares of Class A Common Stock and 73,323,463 shares of Class C Common Stock outstanding as of January 31, 2019, as reported in the Issuers Form 10-K filed with the Securities and Exchange Commission on February 28, 2019. | |
|
(c) |
Number of shares as to which the person has:
| |
|
|
(i) |
Sole power to vote or to direct the vote: 0 for all Reporting Persons |
|
|
(ii) |
Shared power to vote or to direct the vote:
| ||||||
|
|
|
Class A |
|
Class C |
|
| ||
|
Credit Strategies |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Operating |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Capital |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management Holdings |
|
836,530 |
|
2,563,376 |
|
| ||
|
A-N Credit |
|
411,513 |
|
1,141,846 |
|
| ||
|
A-N Credit Management |
|
411,513 |
|
1,141,846 |
|
| ||
|
TR Levered Yield |
|
46,640 |
|
68,443 |
|
| ||
|
TR Opportunistic |
|
198,366 |
|
506,459 |
|
| ||
|
TR Master Fund |
|
198,366 |
|
506,459 |
|
| ||
|
TR Management |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced Management |
|
245,006 |
|
574,902 |
|
| ||
|
ACM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
ACCM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
SA Management |
|
20,825 |
|
17,325 |
|
| ||
|
Arrowhead Management |
|
410,680 |
|
950,537 |
|
| ||
|
Capital Management |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Capital Management GP |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings GP |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
|
(iii) |
Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons | ||||||
|
|
(iv) |
Shared power to dispose or to direct the disposition of:
| ||||||
|
|
|
Class A |
|
Class C |
|
| ||
|
Credit Strategies |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Operating |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Capital |
|
836,530 |
|
2,563,376 |
|
| ||
|
ST Management Holdings |
|
836,530 |
|
2,563,376 |
|
| ||
|
A-N Credit |
|
411,513 |
|
1,141,846 |
|
| ||
|
A-N Credit Management |
|
411,513 |
|
1,141,846 |
|
| ||
|
TR Levered Yield |
|
46,640 |
|
68,443 |
|
| ||
|
TR Opportunistic |
|
198,366 |
|
506,459 |
|
| ||
|
TR Master Fund |
|
198,366 |
|
506,459 |
|
| ||
|
TR Management |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced |
|
198,366 |
|
506,459 |
|
| ||
|
TR Enhanced Management |
|
245,006 |
|
574,902 |
|
| ||
|
ACM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
ACCM LLC |
|
21,640 |
|
28,547 |
|
| ||
|
SA Management |
|
20,825 |
|
17,325 |
|
| ||
|
Arrowhead Management |
|
410,680 |
|
950,537 |
|
| ||
|
Capital Management |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Capital Management GP |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings |
|
2,099,361 |
|
5,455,943 |
|
| ||
|
Management Holdings GP |
|
2,099,361 |
|
5,455,943 |
|
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o | |
| |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
Not applicable. |
| |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
|
Not applicable. |
| |
Item 8. |
Identification and Classification of Members of the Group. |
|
Not applicable. |
| |
Item 9. |
Notice of Dissolution of Group. |
|
Not applicable. |
|
|
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. |
[The remainder of this page intentionally left blank.]
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.
Date: March 1, 2019
|
APOLLO CREDIT STRATEGIES MASTER FUND LTD. | ||
|
|
|
|
|
By: |
Apollo ST Fund Management LLC | |
|
|
its investment manager | |
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Name: |
Joseph D. Glatt |
|
|
Title: |
Vice President |
|
|
|
|
|
| ||
|
APOLLO ST FUND MANAGEMENT LLC | ||
|
|
| |
|
By: |
/s/ Joseph D. Glatt | |
|
Name: |
Joseph D. Glatt | |
|
Title: |
Vice President | |
|
|
|
|
|
| ||
|
APOLLO ST OPERATING LP | ||
|
|
|
|
|
By: |
Apollo ST Capital LLC | |
|
|
its general partner | |
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Name: |
Joseph D. Glatt |
|
|
Title: |
Vice President |
|
|
|
|
|
| ||
|
APOLLO ST CAPITAL LLC | ||
|
|
|
|
|
By: |
/s/ Joseph D. Glatt | |
|
Name: |
Joseph D. Glatt | |
|
Title: |
Vice President | |
|
|
|
|
|
| ||
|
ST MANAGEMENT HOLDINGS, LLC | ||
|
|
| |
|
By: |
/s/ Joseph D. Glatt | |
|
Name: |
Joseph D. Glatt | |
|
Title: |
Vice President |
|
APOLLO A-N CREDIT FUND (DELAWARE), L.P. | |||||
|
|
| ||||
|
By: |
Apollo A-N Credit Advisors (APO FC Delaware), L.P. | ||||
|
|
its general partner | ||||
|
|
| ||||
|
|
By: |
Apollo A-N Credit Advisors (APO FC-GP), LLC | |||
|
|
|
its general partner | |||
|
|
|
| |||
|
|
|
By: |
/s/ Joseph D. Glatt | ||
|
|
|
Name: |
Joseph D. Glatt | ||
|
|
|
Title: |
Vice President | ||
|
| |||||
|
| |||||
|
APOLLO A-N CREDIT MANAGEMENT, LLC | |||||
|
|
| ||||
|
By: |
/s/ Joseph D. Glatt | ||||
|
Name: |
Joseph D. Glatt | ||||
|
Title: |
Vice President | ||||
|
|
| ||||
|
|
| ||||
|
APOLLO TR ENHANCED LEVERED YIELD LLC | |||||
|
|
| ||||
|
By: |
Apollo Total Return Enhanced Management LLC | ||||
|
|
its investment manager | ||||
|
|
| ||||
|
|
By: |
/s/ Joseph D. Glatt | |||
|
|
Name: |
Joseph D. Glatt | |||
|
|
Title: |
Vice President and Secretary | |||
|
APOLLO TR OPPORTUNISTIC LTD. | |||||||||
|
|
| ||||||||
|
By: |
Apollo Total Return Master Fund LP | ||||||||
|
|
its shareholder | ||||||||
|
|
| ||||||||
|
|
By: |
Apollo Total Return Advisors LP | |||||||
|
|
|
its general partner | |||||||
|
|
|
| |||||||
|
|
|
By: |
Apollo Total Return Advisors GP LLC | ||||||
|
|
|
|
its general partner | ||||||
|
|
|
|
| ||||||
|
|
|
|
By: |
/s/ Joseph D. Glatt | |||||
|
|
|
|
|
Name: |
Joseph D. Glatt | ||||
|
|
|
|
|
Title: |
Vice President | ||||
|
|
| ||||||||
|
By: |
Apollo Total Return Master Fund Enhanced LP | ||||||||
|
|
its shareholder | ||||||||
|
|
| ||||||||
|
|
By: |
Apollo Total Return Enhanced Advisors LP | |||||||
|
|
|
its general partner | |||||||
|
|
|
| |||||||
|
|
|
| |||||||
|
|
|
By: |
Apollo Total Return Enhanced Advisors GP LLC | ||||||
|
|
|
|
its general partner | ||||||
|
|
|
|
| ||||||
|
|
|
|
By: |
/s/ Joseph D. Glatt | |||||
|
|
|
|
|
Name: |
Joseph D. Glatt | ||||
|
|
|
|
|
Title: |
Vice President | ||||
|
| |||||||||
|
APOLLO TOTAL RETURN MASTER FUND LP | |||||||||
|
|
| ||||||||
|
By: |
Apollo Total Return Advisors LP | ||||||||
|
|
its general partner | ||||||||
|
|
| ||||||||
|
|
By: |
Apollo Total Return Advisors GP LLC | |||||||
|
|
|
its general partner | |||||||
|
|
|
| |||||||
|
|
|
By: |
/s/ Joseph D. Glatt | ||||||
|
|
|
Name: |
Joseph D. Glatt | ||||||
|
|
|
Title: |
Vice President | ||||||
|
|
|
|
|
| |||||
|
APOLLO TOTAL RETURN MANAGEMENT LLC | |||||||||
|
|
|
|
| ||||||
|
By: |
/s/ Joseph D. Glatt | ||||||||
|
Name: |
Joseph D. Glatt | ||||||||
|
Title: |
Vice President | ||||||||
|
APOLLO TOTAL RETURN MASTER FUND ENHANCED LP | ||||
|
|
| |||
|
By: |
Apollo Total Return Enhanced Advisors LP | |||
|
|
its general partner | |||
|
|
| |||
|
|
By: |
Apollo Total Return Enhanced Advisors GP LLC | ||
|
|
|
its general partner | ||
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By: |
/s/ Joseph D. Glatt | |
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Name: |
Joseph D. Glatt | |
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Title: |
Vice President | |
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APOLLO TOTAL RETURN ENHANCED MANAGEMENT LLC | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO CREDIT MANAGEMENT, LLC | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO CAPITAL CREDIT MANAGEMENT, LLC | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO SA MANAGEMENT, LLC | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO ARROWHEAD MANAGEMENT, LLC | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO CAPITAL MANAGEMENT, L.P. | |||||
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By: |
Apollo Capital Management GP, LLC | ||||
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its general partner | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | |||
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Title: |
Vice President | |||
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APOLLO CAPITAL MANAGEMENT GP, LLC | |||||
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By: |
/s/ Joseph D. Glatt | ||||
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Name: |
Joseph D. Glatt | ||||
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Title: |
Vice President | ||||
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APOLLO MANAGEMENT HOLDINGS, L.P. | |||||
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By: |
Apollo Management Holdings GP, LLC | ||||
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its general partner | ||||
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By: |
/s/ Joseph D. Glatt | |||
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Name: |
Joseph D. Glatt | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT HOLDINGS GP, LLC | |||||
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By: |
/s/ Joseph D. Glatt | ||||
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Name: |
Joseph D. Glatt | ||||
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Title: |
Vice President | ||||