form4data.12-31-2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES OF BENEFICIAL OWNERSHIP
OF SECURITIES
The Commission is authorized to solicit the information required by this Form pursuant to
Sections 16(a) and 23(a) of the Securities Exchange Act of 1934, and Sections 30(h) and 38 of the
Investment Company Act of 1940, and the rules and regulations thereunder.
Disclosure of information specified on this Form is mandatory. The information will be used
for the primary purpose of disclosing the transactions and holdings of directors, officers, and
beneficial owners of registered companies. Information disclosed will be a matter of public
record and available for inspection by members of the public. The Commission can use it in
investigations or litigation involving the federal securities laws or other civil, criminal, or
regulatory statutes or provisions, as well as for referral to other governmental authorities and
self-regulatory organizations. Failure to disclose required information may result in civil or
criminal action against persons involved for violations of the Federal securities laws and
rules.

SEC 1475 (02-23)

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 control
number.

GENERAL INSTRUCTIONS
1.

When Form Must Be Filed

(a)
This Form must be filed before the end of the second business day following
the day on which a transaction resulting in a change in beneficial ownership has been
executed (see Rule 16a-1(a)(2) and Instruction 4 regarding the meaning of “beneficial owner,”
and Rule 16a-3(g) regarding determination of the date of execution for specified transactions).
This Form and any amendment is deemed filed with the Commission or the Exchange on the
date it is received by the Commission or the Exchange, respectively. See, however, Rule 16a3(h) regarding delivery to a third party business that guarantees delivery of the filing no
later than the specified due date.
(b)
A reporting person no longer subject to Section 16 of the Securities Exchange Act
of 1934 (“Exchange Act”) must check the exit box appearing on this Form. However, Form 4
and 5 obligations may continue to be applicable. See Rule 16a-3(f); see also Rule 16a-2(b)
(transactions after termination of insider status). Form 5 transactions to date may be included on
this Form and subsequent Form 5 transactions may be reported on a later Form 4 or Form 5,
provided all transactions are reported by the required date.
(c)
each issuer.

A separate Form shall be filed to reflect beneficial ownership of securities of

(d)
If a reporting person is not an officer, director, or ten percent holder, the person
should check “other” in Item 6 (Relationship of Reporting Person to Issuer) and describe the
reason for reporting status in the space provided.
2.

Where Form Must be Filed

(a)
A reporting person must file this Form in electronic format via the Commission’s
Electronic Data Gathering Analysis and Retrieval System (EDGAR) in accordance with EDGAR
rules set forth in Regulation S-T (17 CFR Part 232), except that a filing person that has obtained
a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may file the Form in
paper. For assistance with technical questions about EDGAR or to request an access code, call
the EDGAR Filer Support Office at (202) 942-8900. For assistance with questions about the
EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 942-2940.
(b)
At the time this Form or any amendment is filed with the Commission, file one
copy with each Exchange on which any class of securities of the issuer is registered. If the issuer
has designated a single Exchange to receive Section 16 filings, the copy shall be filed with that
Exchange only.
(c)

[Reserved]

Note: If filing pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR
232.202), file three copies of this Form or any amendment, at least one of which is signed, with
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the Securities and Exchange Commission, 450 5th Street, NW, Washington, DC 20549.
(Acknowledgement of receipt by the Commission may be obtained by enclosing a self-addressed
stamped postcard identifying the Form or amendment filed.)
3.

Class of Securities Reported

(a)
(i)
Persons reporting pursuant to Section 16(a) of the Exchange Act must
report each transaction resulting in a change in beneficial ownership of any class of equity
securities of the issuer and the beneficial ownership of that class of securities following the
reported transaction(s), even though one or more of such classes may not be registered pursuant
to Section 12 of the Exchange Act.
(ii)

[Reserved]

(iii)
Persons reporting pursuant to Section 30(h) of the Investment Company
Act of 1940 must report each transaction resulting in a change in beneficial ownership of any
class of securities (equity or debt) of the registered closed- end investment company (other
than “short-term paper” as defined in Section 2(a)(38) of the Investment Company Act) and the
beneficial ownership of that class of securities following the reported transaction(s).
(b)
The title of the security should clearly identify the class, even if the issuer has
only one class of securities outstanding; for example, “Common Stock,” “Class A Common
Stock,” “Class B Convertible Preferred Stock,” etc.
(c)
The amount of securities beneficially owned should state the face amount
of debt securities (U.S. Dollars) or the number of equity securities, whichever is
appropriate.
4.

Transactions and Holdings Required To Be Reported
(a)

General Requirements
(i)

Report, in accordance with Rule 16a-3(g):
(1)

all transactions not exempt from §16(b);

(2)
all transactions exempt from Section 16(b) pursuant to §240.16b3(d), §240.16b-3(e), or §240.16b-3(f); and
(3)
all exercises and conversions of derivative securities,
regardless of whether exempt from Section 16(b) of the Act.
Every transaction must be reported even though acquisitions and dispositions
are equal. Report total beneficial ownership following the reported transaction(s) for each class
of securities in which a transaction was reported.
Note: The amount of securities beneficially owned following the reported
transaction(s) specified in Column 5 of Table I and Column 9 of Table II should reflect

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those holdings reported or required to be reported by the date of the Form. Transactions and
holdings eligible for deferred reporting on Form 5 need not be reflected in the month end
total unless the transactions were reported earlier or are included on this Form.
(ii)
Each transaction should be reported on a separate line. Transaction codes
specified in Item 8 should be used to identify the nature of the transaction resulting in an
acquisition or disposition of a security. A deemed execution date must be reported in Column
2A of Table I or Column 3A of Table II only if the execution date for the transaction is
calculated pursuant to §240.16a-3(g)(2) or §240.16a-3(g)(3).
Note: Transactions reportable on Form 5 may, at the option of the reporting person,
be reported on a Form 4 filed before the due date of the Form 5. (See Instruction 8 for the
code for voluntarily reported transactions.)
(b)

Beneficial Ownership Reported (Pecuniary Interest)

(i)
Although for purposes of determining status as a ten percent holder, a
person is deemed to beneficially own securities over which that person exercises voting or
investment control (see Rule 16a-1(a)(1)), for reporting transactions and holdings, a person is
deemed to be the beneficial owner of securities if that person has the opportunity, directly or
indirectly, to profit or share in any profit derived from a transaction in the securities (“pecuniary
interest”). See Rule 16a-1(a)(2). See also Rule 16a-8 for the application of the beneficial
ownership definition to trust holdings and transactions.
(ii)
Both direct and indirect beneficial ownership of securities shall be
reported. Securities beneficially owned directly are those held in the reporting person’s name or
in the name of a bank, broker or nominee for the account of the reporting person. In addition,
securities held as joint tenants, tenants in common, tenants by the entirety, or as community
property are to be reported as held directly. If a person has a pecuniary interest, by reason of
any contract, understanding or relationship (including a family relationship or arrangement),
in securities held in the name of another person, that person is an indirect beneficial owner of
the securities. See Rule 16a-1(a)(2)(ii) for certain indirect beneficial ownerships.
(iii)
Report transactions in securities beneficially owned directly on a separate
line from those beneficially owned indirectly. Report different forms of indirect ownership on
separate lines. The nature of indirect ownership shall be stated as specifically as possible; for
example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By Y Corporation,” etc.
(iv)
In stating the amount of securities acquired, disposed of, or beneficially
owned indirectly through a partnership, corporation, trust, or other entity, report the number of
securities representing the reporting person’s proportionate interest in transactions conducted by
that entity or holdings of that entity. Alternatively, at the option of the reporting person, the
entire amount of the entity’s interest may be reported. See Rule 16a-1(a)(2)(ii)(B) and Rule 16a1(a)(2)(iii).
(v)
Where more than one beneficial owner of the same equity securities
must report the same transaction on Form 4, such owners may file Form 4 individually or
jointly. Joint and group filings may be made by any designated beneficial owner. Transactions
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with respect to securities owned separately by any joint or group filer are permitted to be
included in the joint filing. Indicate only the name and address of the designated filer in Item
1 of Form 4 and attach a list of the names and addresses of each other reporting person. Joint and
group filings must include all required information for each beneficial owner, and such filings
must be signed by each beneficial owner, or on behalf of such owner by an authorized
person.
If this Form is being filed in paper pursuant to a hardship exemption and the space
provided for signatures is insufficient, attach a signature page. If this Form is being filed in
paper, submit any attached listing of names or signatures on another Form 4, copy of Form 4 or
separate page of 8 ½ by 11 inch white paper, indicate the number of pages comprising the report
(Form plus attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and
include the name of the designated filer and information required by Items 2 and 3 of the Form
on the attachment.
See Rule 16a-3(i) regarding signatures.
(c)

Non-Derivative and Derivative Securities

(i)
Report acquisitions or dispositions and holdings of non-derivative
securities in Table I. Report acquisitions or dispositions and holdings of derivative securities
(e.g., puts, calls, options, warrants, convertible securities, or other rights or obligations to buy
or sell securities) in Table II. Report the exercise or conversion of a derivative security in Table
II (as a disposition of the derivative security) and report in Table I the holdings of the underlying
security. Report acquisitions or dispositions and holdings of derivative securities that are both
equity securities and convertible or exchangeable for other equity securities (e.g., convertible
preferred securities) only in Table II.
(ii)
The title of a derivative security and the title of the equity security
underlying the derivative security should be shown separately in the appropriate columns in
Table II. The “puts” and “calls” reported in Table II include, in addition to separate puts and
calls, any combination of the two, such as spreads and straddles. In reporting an option in Table
II, state whether it represents a right to buy, a right to sell, an obligation to buy, or an
obligation to sell the equity securities subject to the option.
(iii)
Describe in the appropriate columns in Table II characteristics of
derivative securities, including title, exercise or conversion price, date exercisable, expiration
date, and the title and amount of securities underlying the derivative security. If the transaction
reported is a purchase or a sale of a derivative security, the purchase or sale price of that
derivative security shall be reported in column 8. If the transaction is the exercise or
conversion of a derivative security, leave column 8 blank and report the exercise or conversion
price of the derivative security in column 2.
(iv)
Securities constituting components of a unit shall be reported separately
on the applicable table (e.g., if a unit has a non-derivative security component and a derivative
security component, the non-derivative security component shall be reported in Table I and
the derivative security component shall be reported in Table II). The relationship between

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individual securities comprising the unit shall be indicated in the space provided for
explanation of responses. When securities are purchased or sold as a unit, state the purchase
or sale price per unit and other required information regarding the unit securities.
5.

Price of Securities

Prices of securities shall be reported in U.S. dollars on a per share basis, not an
aggregate basis, except that the aggregate price of debt shall be stated. Amounts reported
shall exclude brokerage commissions and other costs of execution.
(a)
If consideration other than cash was paid for the security, describe the
consideration, including the value of the consideration, in the space provided for explanation
of responses.
6.

Additional Information

(a)
If the space provided in the line items on the electronic Form is insufficient,
use the space provided for footnotes. If the space provided for footnotes is insufficient, create a
footnote that refers to an exhibit to the Form that contains the additional information.
(b) If the space provided in the line items on the paper Form or space provided for
additional comments is insufficient, attach another Form 4, copy of Form 4 or separate 8 ½
by 11 inch white paper to Form 4, completed as appropriate to include the additional
comments. Each attached page must include information required in Items 1, 2 and 3 of the
Form. The number of pages comprising the report (Form plus attachments) shall be indicated
at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3).
(c) If one or more exhibits are included, whether due to a lack of space or because
the exhibit is, by nature, a separate document (e.g., a power of attorney), provide a
sequentially numbered list of the exhibits in the Form. Use the number “24” for any power
of attorney and the number “99” for any other exhibit. If there is more than one of either such
exhibit, then use numerical subparts. If the exhibit is being filed as a confirming electronic
copy under Regulation S-T Rule 202(d) (17 CFR 232.202(d)), then place the designation
“CE” (confirming exhibit) next to the name of the exhibit in the exhibit list. If the exhibit is
being filed in paper pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR
232.202), then place the designation “P” (paper) next to the name of the exhibit in the exhibit
list.
(d)
If additional information is not reported as provided in paragraph (a), (b) or
(c) of this instruction, whichever apply, it will be assumed that no additional information
was provided.
7.

Signature

(a)
If the Form is filed for an individual, it shall be signed by that person or
specifically on behalf of the individual by a person authorized to sign for the individual. If
signed on behalf of the individual by another person, the authority of such person to sign the
Form shall be confirmed to the Commission in writing in an attachment to the Form or as soon
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as practicable in an amendment by the individual for whom the Form is filed, unless such a
confirmation still in effect is on file with the Commission. The confirming statement need only
indicate that the reporting person authorizes and designates the named person or persons to
file the Form on the reporting person’s behalf, and state the duration of the authorization.
(b)
If the Form is filed for a corporation, partnership, trust, or other entity, the
capacity in which the individual signed shall be set forth (e.g., John Smith, Secretary, on
behalf of X Corporation).
8.

Transaction Codes

Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the
character of the transaction reported. Use the code that most appropriately describes the
transaction. If the transaction is not specifically listed, use transaction Code “J” and describe
the nature of the transaction in the space for explanation of responses. If a transaction is
voluntarily reported earlier than required, place “V” in the appropriate column to so indicate;
otherwise, the column should be left blank. If a transaction involves an equity swap or
instrument with similar characteristics, use transaction code “K” in addition to the code(s)
that most appropriately describes the transaction, e.g., “S/K” or “P/K.”
General Transaction Codes
P—
S—
V—

Open market or private purchase of non-derivative or derivative security
Open market or private sale of non-derivative or derivative security
Transaction voluntarily reported earlier than required

Rule 16b-3 Transaction Codes
A — Grant, award or other acquisition pursuant to Rule 16b-3(d)
D — Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)
F — Payment of exercise price or tax liability by delivering or withholding
securities incident to the receipt, exercise or vesting of a security issued in
accordance with Rule 16b-3
I — Discretionary transaction in accordance with Rule 16b-3(f) resulting in
acquisition or disposition of issuer securities
M — Exercise or conversion of derivative security exempted pursuant to Rule 16b-3
Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b3)
C—
E—
H—
O—
X—

Conversion of derivative security
Expiration of short derivative position
Expiration (or cancellation) of long derivative position with value received
Exercise of out-of-the-money derivative security
Exercise of in-the-money or at-the-money derivative security

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Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for
Rule 16b-3 codes above)
G —
L —
W —
Z —

Bona fide gift
Small acquisition under Rule 16a-6
Acquisition or disposition by will or the laws of descent and distribution
Deposit into or withdrawal from voting trust

Other Transaction Codes
J —
K —
U —
9.

Other acquisition or disposition (describe transaction)
Transaction in equity swap or instrument with similar characteristics
Disposition pursuant to a tender of shares in a change of control transaction

Amendments

(a)
If this Form is filed as an amendment in order to add one or more lines of
transaction information to Table I or Table II of the Form being amended, provide each line
being added, together with one or more footnotes, as necessary, to explain the addition of
the line or lines. Do not repeat lines of transaction information that were disclosed in the
original Form and are not being amended.
(b) If this Form is filed as an amendment in order to amend one or more lines of
transaction information that already were disclosed in Table I or Table II of the Form being
amended, provide the complete line or lines being amended, as amended, together with one
or more footnotes, as necessary, to explain the amendment of the line or lines. Do not repeat
lines of transaction information that were disclosed in the original Form and are not being
amended.
(c) If this Form is filed as an amendment for any purpose other than or in addition to
the purposes described in paragraphs (a) and (b) of this General Instruction 9, provide one or
more footnotes, as necessary, to explain the amendment.
10.

Rule 10b5-1(c) Transaction Indication

Indicate by check mark whether a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the issuer that is
intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act
[§240.10b5-1(c) of this chapter]. Provide the date of adoption of the Rule 10b5-1(c) plan in the
“Explanation of Responses” portion of the Form.

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