FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chicken Soup for the Soul Entertainment, Inc. [ CSSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, $0.0001 per share | 02/07/2023 | S | 2,490,000 | D | $5 | 864,933 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. See Exhibit 99.1 |
see signatures attached as Exhibit 99.2 | 02/08/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Redwood Holdco, LP (“Redwood”) and AP VIII Aspen Holdings, L.P. (“Aspen Holdings”) each hold Class A common stock, par value $0.0001 per share, of the Issuer.
The general partner of Redwood is Redwood GP, LLC (“Redwood GP”). New Outerwall is the sole limited partner of Redwood and the sole member of Redwood GP. New Outerwall is an indirect majority owned subsidiary of Parent Holdings and Parent Holdings’ sole member, Aspen Holdings. The general partner of Aspen Holdings is AP VIII Aspen Holdings GP, LLC (“Aspen GP”) and Apollo Management VIII, L.P. (“Management VIII”) is the sole member of Aspen GP. AIF VIII Management, LLC (“AIF VIII”) serves as the general partner of Management VIII. Apollo Management, L.P. (“Apollo Management”) serves as the sole member and manager of AIF VIII and Apollo Management GP, LLC (“Management GP”) serves as the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) serves as the sole member and manager of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) serves as the general partner of Management Holdings.
The reporting persons and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all the shares of Class A common stock held by Redwood and Aspen Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 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 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Exhibit 99.2
This Statement on Form 4 is filed by: (i) Redwood Holdco, LP; (ii) Redwood GP, LLC; (iii) New Outerwall, Inc.; (iv) AP VIII Aspen Holdings, L.P.; (v) AP VIII Aspen Holdings GP, LLC; (vi) Apollo Management VIII, L.P.; (vii) AIF VIII Management, LLC; (viii) Apollo Management, L.P.; (ix) Apollo Management GP, LLC; (x) Apollo Management Holdings, L.P.; and (xi) Apollo Management Holdings GP, LLC.
Name of Designated Filer: Apollo Management Holdings GP, LLC
Date of Event Requiring Statement: February 7, 2023
Issuer Name and Ticker or Trading Symbol: Chicken Soup for the Soul Entertainment, Inc. [CSSE]
REDWOOD HOLDCO, LP | |||
By: | Redwood Holdco GP, LLC, | ||
its general partner | |||
By: | New Outerwall, Inc., | ||
its sole member | |||
By: | Aspen Parent, Inc., | ||
its sole stockholder | |||
By: | Outerwall Holdings, LLC, | ||
the sole holder of its Class A shares | |||
By: | Aspen Parent Holdings, LLC, | ||
its majority member | |||
By: | AP VIII Aspen Holdings, L.P., | ||
its sole member | |||
By: | AP VIII Aspen Holdings GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President |
REDWOOD HOLDCO GP, LLC | |||
By: | New Outerwall, Inc., | ||
its sole member | |||
By: | Aspen Parent, Inc., | ||
its sole stockholder | |||
By: | Outerwall Holdings, LLC, | ||
the sole holder of its Class A shares | |||
By: | Aspen Parent Holdings, LLC, | ||
its majority member | |||
By: | AP VIII Aspen Holdings, L.P., | ||
its sole member | |||
By: | AP VIII Aspen Holdings GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President | ||
NEW OUTERWALL, INC. | |||
By: | Aspen Parent, Inc., | ||
its sole stockholder | |||
By: | Outerwall Holdings, LLC, | ||
the sole holder of its Class A shares | |||
By: | Aspen Parent Holdings, LLC, | ||
its majority member | |||
By: | AP VIII Aspen Holdings, L.P., | ||
its sole member | |||
By: | AP VIII Aspen Holdings GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President | ||
AP VIII ASPEN HOLDINGS, L.P. | |||
By: AP VIII Aspen Holdings GP, LLC, | |||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President |
AP VIII ASPEN HOLDINGS GP, LLC | ||
By: | /s/ James Elworth | |
Name: | James Elworth | |
Title: | Vice President |
APOLLO MANAGEMENT VIII, L.P. | |||
By: | AIF VIII Management, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President |
AIF VIII MANAGEMENT, LLC | ||
By: | /s/ James Elworth | |
Name: | James Elworth | |
Title: | Vice President |
APOLLO MANAGEMENT, L.P. | |||
By: | Apollo Management GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President | ||
APOLLO MANAGEMENT GP, LLC | ||
By: | /s/ James Elworth | |
Name: | James Elworth | |
Title: | Vice President |
APOLLO MANAGEMENT HOLDINGS, L.P. | |||
By: | Apollo Management Holdings GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
Name: | James Elworth | ||
Title: | Vice President |
APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
By: | /s/ James Elworth | |
Name: | James Elworth | |
Title: | Vice President |