* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Class A Common Stock, Series 1, of the Issuer ("Class A1 Common Stock")
and Class A Common Stock, Series 2, of the Issuer ("Class A2 Common Stock") are
referred to collectively as "Class A Common Stock." All numbers of shares of
Class A Common Stock reported herein assume the completion of the 1 for 4
reverse stock split of shares of Class A Common Stock in the Recapitalization. |
(2) |
Prior to the initial public offering of the Issuer ("IPO"), Morgan Stanley Capital Group Inc. ("MSCG"), a wholly-owned
subsidiary of Morgan Stanley, directly owned 7,813,779 shares of Class A2 Common Stock and Morgan Stanley & Co.
International Limited ("MSIL"), also a wholly-owned subsidiary of Morgan Stanley, directly owned 34,180 shares of Class A1
Common Stock. See Exhibit 99.1 - Joint Filer Information. Immediately prior to the closing of the IPO and pursuant to a
recapitalization plan approved by the board of directors of the Issuer (the "Recapitalization"), MSCG converted 1,395,395
shares of Class A2 Common Stock into 1,395,395 shares of Common Stock, which were then sold in the IPO. |
(3) |
Shares of Class A Common Stock that are not converted and sold in the IPO may be converted at any time (i) by any holder of
shares of Class A1 Common Stock (other than holders who also own shares of Class A2 Common Stock) beginning on the date 90
days after the completion of the IPO and (ii) by any holder of shares of Class A2 Common Stock beginning on the date 180
days after the completion of the IPO. |
(4) |
Includes 34,180 shares of Class A1 Common Stock held by MSIL. |
(5) |
These securities do not expire. |