| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | HHH | Common Stock, par value $0.01 per share | 18.9M | Jul 16, 2024 | See Footnotes | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), PS Holdco GP Managing Member, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 3 (the "Subject Securities"). PSCM and Mr. Ackman have previously reported beneficial ownership of equity securities of the Issuer on Forms 3 and 4. |
| F2 | PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds"). |
| F3 | (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
| F4 | Mr. Ben Hakim, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. |
This Form 3 is being filed jointly pursuant to Rule 16a-3(j) to update the names of the Reporting Persons after giving effect to the completion of a reorganization of PSCM's ownership structure on July 16, 2024 (the "Reorganization"). Following completion of the Reorganization, PS Holdco, PS Holdco GP and ManagementCo may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Securities, and, therefore, may be deemed to be beneficial owners of the Subject Securities. PSCM and Mr. Ackman have previously reported beneficial ownership of equity securities of the Issuer on Forms 3 and 4.