EXPLANATORY NOTE
This Amendment No. 11 (“Amendment No. 11”) to Schedule 13D is filed jointly by Ernest C. Garcia II, Verde Investments, Inc.
(“Verde”), and EGC II SPE, LLC (“E-SPE”, and collectively with Mr. Garcia and Verde, the “Reporting Persons”) with respect to the Class A common stock, par value $0.001
per share, of the Issuer, pursuant to their Joint Filing Agreement dated as of May 12, 2017, as amended and restated on September 27, 2018 and on April 3, 2020 (the “Joint Filing Agreement”), filed as an exhibit to the
Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on May 12, 2017 and subsequently amended on May 9, 2018, May 23, 2018, September 17,
2018, September 28, 2018, October 22, 2018, November 8, 2018, March 15, 2019, April 1, 2019, May 20, 2019 and June 26, 2019 (the “Original Schedule 13D”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Original Schedule 13D.
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Item 2.
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Identity and Background
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The fifth paragraph of Item 2(a) of the Original Schedule 13D is hereby amended and restated as follows:
As of the date of this statement, Mr. Garcia is the record owner of 0 Class A Shares and 52,937,458 Class B Shares, Verde is the record owner of
555,556 Class A Shares and 0 Class B Shares, and E-SPE is the owner of 0 Class A Shares and 8,000,000 Class B Shares (the Class B Shares owned by
E-SPE are pledged in connection with the margin loan described in Item 6).
The last paragraph of Item 2(a) of
the Original Schedule 13D is deleted.
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Item 5.
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Interest in Securities of the Issuer
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The disclosures provided in Item 5(c) and Item 5(d) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(c)
The transactions effected by the Reporting Persons in
respect of Class A Shares since the most recent filing of the Reporting Persons on Schedule 13D are set forth on the following table.
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Transaction Date
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Price Per Share
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Price Per Share Range
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Number of Shares(1)
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4/1/2020
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$
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45.00
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$
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N/A
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555,556
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(1)
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The reported purchase was made by Verde in a registered direct offering of Class A Shares by the Issuer.
The Class A Shares were offered and sold by the Issuer pursuant to an automatically effective shelf registration statement on Form S-3, which was originally filed on May 20, 2019 (File No. 333-231606). The Issuer filed a final prospectus supplement with the Securities and Exchange Commission in connection with the sale of the Class A Shares on March 31, 2020 (File No. 333-231606).
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(d)
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Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, certain of the Class A Shares that are beneficially owned by the Reporting Persons. Specifically, but without limitation, Mr. Garcia’s son, Ernie Garcia, III, is a voting
co-trustee of the 2004 Trust and shares dispositive power over the Class A Shares held by the 2004 Trust. He also is the sole beneficiary of the 2004 Trust. Though Ernie Garcia, III has no voting or
dispositive power over the Class A Shares held by the Multi-Generational Trust, he and his children do have the right to receive distributions as determined solely by Mr. Garcia in respect of their status as beneficiaries of the
Multi-Generational Trust.
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Item 7.
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Material to Be Filed as Exhibits
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Item 7 of the Original Schedule 13D is hereby supplemented to replace Exhibit 7.5 to the table of exhibits as follows:
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7.5
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Second Amended and Restated Joint Filing Arrangement.
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