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Contract analysis / section-16-form-3-form-4-filings.docx
section-16-form-3-form-4-filings.docx
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I. INTRODUCTION AND BACKGROUND
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I. INTRODUCTION AND BACKGROUND A. Purpose of Memorandum This memorandum describes and documents the Section 16 reporting obligations arising from the closing of the reverse triangular merger of Stratos Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, with and into Cloudium Technologies plc, a public limited company incorporated under the laws
Section 16(a) of the Exchange Act. Section 16(a) requires every person who is directly or
Section 16(a) of the Exchange Act. Section 16(a) requires every person who is directly or indirectly the beneficial owner of more than 10% of any class of equity securities registered pursuant to Section 12 of the Exchange Act, and every person who is a director or officer (as defined in Rule 16a-1(f)) of the issuer of such securities, to file with the SEC statements of beneficial ownership. Section 16(a) imposes an
II. IDENTIFICATION OF SECTION 16 REPORTING PERSONS
II. IDENTIFICATION OF SECTION 16 REPORTING PERSONS A. Newly Appointed Directors of the Surviving Corporation The following individuals were appointed as directors of Cloudium Technologies plc (as the surviving corporation following the merger) by written consent of the board of directors of the surviving corporation, effective as of July 9, 2024:
1. Marcus Elliston — Director. Mr. Elliston is the Founder and Managing Partner of Solara
1. Marcus Elliston — Director. Mr. Elliston is the Founder and Managing Partner of Solara Digital Infrastructure LP, the management company of Fund VI. He serves as a director of the surviving entity as a designee of Fund VI. His business address is 1200 Market Street, Suite 3400, Wilmington, DE 19801.
2. Priya Narasimhan — Director. Ms. Narasimhan is the Co-Managing Partner and Chief Inves
2. Priya Narasimhan — Director. Ms. Narasimhan is the Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP. She serves as a director of the surviving entity as a designee of Fund VI. Her business address is 1200 Market Street, Suite 3400, Wilmington, DE 19801.
3. Evelyn Carmichael — Director. Ms. Carmichael is the Managing Member of Pinnacle Growth
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3. Evelyn Carmichael — Director. Ms. Carmichael is the Managing Member of Pinnacle Growth Ventures LLC, a growth equity investment vehicle that was a significant pre-closing stockholder of Cloudium and a rollover participant in the merger transaction. She serves as a director of the surviving entity as a designee of Pinnacle Growth Ventures LLC. Her business address is 777 Third Avenue, 28th Floor, New York, NY 10017
1. Jonathan Hargrove — Chief Executive Officer (continuing). Mr. Hargrove is a rollover s
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1. Jonathan Hargrove — Chief Executive Officer (continuing). Mr. Hargrove is a rollover shareholder who held 7,736,400 shares of Cloudium common stock prior to the closing, representing approximately 4.2% of the 184,200,000 shares then outstanding. Pursuant to the Rollover Agreement, dated January 22, 2024, between Mr. Hargrove and Fund VI, Mr. Hargrove rolled over 50% of his shares (3,868,200 shares, equivalent to a
2. Sienna Whitfield — Chief Financial Officer (continuing). Ms. Whitfield served as Chief
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2. Sienna Whitfield — Chief Financial Officer (continuing). Ms. Whitfield served as Chief Financial Officer of Cloudium prior to the closing and continues in such capacity with the surviving entity. All of her pre-closing equity in the Company (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price. Her business address is 600 Townsend Street, Su
3. Nadia Chowdhury — General Counsel and Secretary (continuing). Ms. Chowdhury served as
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3. Nadia Chowdhury — General Counsel and Secretary (continuing). Ms. Chowdhury served as General Counsel and Secretary of Cloudium prior to the closing and continues in such capacity with the surviving entity. All of her pre-closing equity in the Company (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price. Her business address is 600 Townsend
III. FILING MATRIX — FORM 3 (INITIAL STATEMENTS OF BENEFICIAL OWNERSHIP)
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III. FILING MATRIX — FORM 3 (INITIAL STATEMENTS OF BENEFICIAL OWNERSHIP) A. Overview Form 3 (Initial Statement of Beneficial Ownership of Securities) is being filed for each of the six newly designated directors and officers of the surviving entity identified in Section II above. The relevant filing parameters are as follows: • Filing Date: July 19, 2024 (within 10 calendar days of the closing date of July 9, 2024) •
IV. FILING MATRIX — FORM 4 (STATEMENTS OF CHANGES IN BENEFICIAL OWNERSHIP)
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IV. FILING MATRIX — FORM 4 (STATEMENTS OF CHANGES IN BENEFICIAL OWNERSHIP) A. Overview Form 4 (Statement of Changes in Beneficial Ownership of Securities) is required for any changes in beneficial ownership of equity securities of the issuer by a Section 16 reporting person. In the context of the merger transaction, the conversion of Cloudium common stock into merger consideration (whether cash or rollover equity) co
V. FILING LOGISTICS AND EDGAR MATTERS
V. FILING LOGISTICS AND EDGAR MATTERS A. EDGAR Access Each new reporting person must have an active EDGAR CIK number and valid filing codes (including an EDGAR access code, CIK confirmation code, and password) in order for Section 16 filings to be submitted electronically. The following steps were taken to ensure EDGAR readiness for all reporting persons: • Marcus Elliston, Priya Narasimhan, and Evelyn Carmichael: As
1. Power of Attorney — Marcus Elliston (executed July 18, 2024)
1. Power of Attorney — Marcus Elliston (executed July 18, 2024)
2. Power of Attorney — Priya Narasimhan (executed July 18, 2024)
2. Power of Attorney — Priya Narasimhan (executed July 18, 2024)
3. Power of Attorney — Evelyn Carmichael (executed July 18, 2024)
3. Power of Attorney — Evelyn Carmichael (executed July 18, 2024)
4. Power of Attorney — Jonathan Hargrove (executed July 17, 2024)
4. Power of Attorney — Jonathan Hargrove (executed July 17, 2024)
5. Power of Attorney — Sienna Whitfield (executed July 17, 2024)
5. Power of Attorney — Sienna Whitfield (executed July 17, 2024)
6. Power of Attorney — Nadia Chowdhury (executed July 17, 2024)
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6. Power of Attorney — Nadia Chowdhury (executed July 17, 2024) C. Filing Mechanics All Form 3 and Form 4 filings described in this memorandum have been filed electronically via the SEC's EDGAR system on July 19, 2024. The following parameters apply to each filing: • Issuer Name: Cloudium Technologies plc • Issuer CIK: As on file with the SEC (referenced in each individual filing) • Issuer Ticker Symbol: CLDM • Filin
VI. FORM 3 — COMPLETED FILINGS (SUMMARY OF EACH)
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VI. FORM 3 — COMPLETED FILINGS (SUMMARY OF EACH) Set forth below is a summary of the substance of each Form 3 filing submitted on July 19, 2024. Complete copies of the filed forms are attached as Exhibit A. A. Form 3 — Marcus Elliston • Reporting Person: Marcus Elliston • Issuer: Cloudium Technologies plc • Date of Event Requiring Statement: July 9, 2024 • Relationship of Reporting Person to Issuer: Director • Table
VII. FORM 4 — COMPLETED FILINGS (SUMMARY OF EACH)
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VII. FORM 4 — COMPLETED FILINGS (SUMMARY OF EACH) Set forth below is a summary of the substance of each Form 4 filing submitted on July 19, 2024. Complete copies of the filed forms are attached as Exhibit B. A. Form 4 — Jonathan Hargrove • Reporting Person: Jonathan Hargrove • Issuer: Cloudium Technologies plc • Transaction Date: July 9, 2024 • Relationship of Reporting Person to Issuer: Officer (Chief Executive Offi
VIII. COORDINATION WITH OTHER POST-CLOSING SEC FILINGS
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VIII. COORDINATION WITH OTHER POST-CLOSING SEC FILINGS The Section 16 filings described in this memorandum are one component of a broader suite of post-closing SEC filings required in connection with the merger transaction. The following is a summary of the other material filings and their relationship to the Section 16 reporting obligations. A. Form 25 (Delisting) Form 25 (Notification of Removal from Listing and/or
IX. OPEN ITEMS AND ACTION ITEMS
IX. OPEN ITEMS AND ACTION ITEMS The following table sets forth the action items related to the Section 16 filings, including status as of the date of this memorandum: Note: The monitoring obligation referenced above (ongoing through approximately October 28, 2024) is an important continuing responsibility. Although no further transactions in Cloudium equity securities are anticipated — given that all CLDM common stoc
X. EXHIBITS / ATTACHMENTS
X. EXHIBITS / ATTACHMENTS The following exhibits are attached to this memorandum: Exhibit A — Filed Form 3s (Six Forms)
1. Form 3 — Marcus Elliston (filed July 19, 2024)
1. Form 3 — Marcus Elliston (filed July 19, 2024)
2. Form 3 — Priya Narasimhan (filed July 19, 2024)
2. Form 3 — Priya Narasimhan (filed July 19, 2024)
3. Form 3 — Evelyn Carmichael (filed July 19, 2024)
3. Form 3 — Evelyn Carmichael (filed July 19, 2024)
4. Form 3 — Jonathan Hargrove (filed July 19, 2024)
4. Form 3 — Jonathan Hargrove (filed July 19, 2024)
5. Form 3 — Sienna Whitfield (filed July 19, 2024)
5. Form 3 — Sienna Whitfield (filed July 19, 2024)
6. Form 3 — Nadia Chowdhury (filed July 19, 2024)
6. Form 3 — Nadia Chowdhury (filed July 19, 2024) Exhibit B — Filed Form 4s (Two Forms)
1. Form 4 — Jonathan Hargrove (filed July 19, 2024)
1. Form 4 — Jonathan Hargrove (filed July 19, 2024)
2. Form 4 — Evelyn Carmichael (filed July 19, 2024)
2. Form 4 — Evelyn Carmichael (filed July 19, 2024) Exhibit C — Powers of Attorney
1. Power of Attorney — Marcus Elliston (executed July 18, 2024)
1. Power of Attorney — Marcus Elliston (executed July 18, 2024)
2. Power of Attorney — Priya Narasimhan (executed July 18, 2024)
2. Power of Attorney — Priya Narasimhan (executed July 18, 2024)
3. Power of Attorney — Evelyn Carmichael (executed July 18, 2024)
3. Power of Attorney — Evelyn Carmichael (executed July 18, 2024)
4. Power of Attorney — Jonathan Hargrove (executed July 17, 2024)
4. Power of Attorney — Jonathan Hargrove (executed July 17, 2024)
5. Power of Attorney — Sienna Whitfield (executed July 17, 2024)
5. Power of Attorney — Sienna Whitfield (executed July 17, 2024)
6. Power of Attorney — Nadia Chowdhury (executed July 17, 2024)
6. Power of Attorney — Nadia Chowdhury (executed July 17, 2024) Exhibit D — EDGAR Filing Receipts and Confirmations System-generated confirmation receipts from the SEC's EDGAR system for all eight filings (six Form 3 filings and two Form 4 filings), each confirming successful submission and acceptance by the SEC on July 19, 2024.
XI. DISTRIBUTION LIST
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XI. DISTRIBUTION LIST This memorandum and its attachments have been distributed to the following persons: Matter File: 1041-00003 This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the persons identified on the distribution list set forth above. Any distribution, copying, or disclosure of this memorandum or its contents to persons