| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CTLT | Common Stock | Conversion of derivative security | $388M | +7.82M | $49.54 | 7.82M | Nov 18, 2021 | See footnote. | F1, F2, F3 | |
| transaction | CTLT | Common Stock | Sale | -$388M | -3M | -38.35% | $129.30 | 4.82M | Nov 30, 2021 | See footnote. | F3, F4, F5 |
| holding | CTLT | Common Stock | 7.83K | Nov 18, 2021 | Direct | F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CTLT | Series A Convertible Preferred Stock | Conversion of derivative security | -$19.1M | -385K | -100% | $49.54 | 0 | Nov 18, 2021 | Common Stock | 7.82M | $49.54 | See footnote. | F3, F7, F8, F9 |
| Id | Content |
|---|---|
| F1 | Represents shares of Common Stock of the Issuer, par value $0.01 per share (the "Common Stock") issued to Green Equity Investors VII, L.P. ("GEI VII"), Green Equity Investors Side VII, L.P. ("GEI Side VII"), LGP Associates VII-A LLC ("Associates VII-A"), and LGP Associates VII-B LLC ("Associates VII-B"). The shares were issued upon the conversion of shares of Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Convertible Preferred Stock") as described in note 7 to this Form 4. Of the newly-issued shares of Common Stock reported in this row, 3,495,489 were issued to GEI VII, 4,130,389 were issued to GEI Side VII, 19,761 were issued to Associates VII-A, and 177,307 were issued to Associates VII-B. |
| F2 | Represents shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares of Common Stock reported, 3,495,489 shares are owned by GEI VII, 4,130,389 shares are owned by GEI Side VII, 19,761 shares are owned by Associates VII-A, and 177,307 shares are owned by Associates VII-B. |
| F3 | Mr. Zippelius directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Mr. Zippelius disclaims beneficial ownership of the shares held by each of GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B except to the extent of his pecuniary interest therein, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| F4 | Represents shares of Common Stock sold by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B. Of the shares reported, 1,340,479 were sold by GEI VII, 1,583,959 were sold by GEI Side VII, 7,573 were sold by Associates VII-A, and 67,989 were sold by Associates VII-B. |
| F5 | Represents shares of Common Stock owned by GEI VII, GEI Side VII, Associates VII-A, and Associates VII-B directly. Of the shares reported, 2,155,010 are owned by GEI VII, 2,546,430 are owned by GEI Side VII, 12,188 are owned by Associates VII-A, and 109,318 are owned by Associates VII-B. |
| F6 | Represents shares of Common Stock and shares of Common Stock underlying restricted stock units. The shares reported on this row are held by Mr. Zippelius for the benefit of Leonard Green & Partners, L.P. Each restricted stock unit represents the right to receive one share of Common Stock. Of the 7,830 shares of Common Stock reported, 1,402 will vest on the earlier of October 28, 2022 and the date of the Issuer's fiscal 2022 annual meeting of shareholders. |
| F7 | The Series A Convertible Preferred Stock was acquired for $1,000.00 per share and is convertible into Common Stock of the Issuer at a conversion price of $49.5409 per share. The conversion price is subject to certain anti-dilution and other adjustments. |
| F8 | Immediately. |
| F9 | The Series A Convertible Preferred Stock does not have an expiration date. |