SEC FORM
4
SEC Form 4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
9 W. 57TH STREET, 43RD FLOOR |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chicken Soup for the Soul Entertainment, Inc.
[ CSSE ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 02/07/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock, $0.0001 per share |
02/07/2023 |
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S |
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2,490,000 |
D |
$5
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864,933 |
I |
See Footnote
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
9 W. 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
C/O REDBOX ENTERTAINMENT INC. |
1 TOWER LANE, SUITE 800 |
(Street)
OAKBROOK TERRACE |
IL |
60181 |
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1. Name and Address of Reporting Person*
C/O REDBOX ENTERTAINMENT INC. |
1 TOWER LANE, SUITE 800 |
(Street)
OAKBROOK TERRACE |
IL |
60181 |
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
2 MANHATTANVILLE ROAD |
SUITE 203 |
(Street)
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1. Name and Address of Reporting Person*
TWO MANHATTANVILLE ROAD |
SUITE 203 |
(Street)
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Explanation of Responses: |
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see signatures attached as Exhibit 99.2 |
02/08/2023 |
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** 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]
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REDWOOD
HOLDCO, LP |
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By: |
Redwood
Holdco GP, LLC, |
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its
general partner |
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By: |
New
Outerwall, Inc., |
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its
sole member |
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By: |
Aspen
Parent, Inc., |
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its
sole stockholder |
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By: |
Outerwall
Holdings, LLC, |
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the
sole holder of its Class A shares |
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By: |
Aspen
Parent Holdings, LLC, |
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its
majority member |
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By: |
AP
VIII Aspen Holdings, L.P., |
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its
sole member |
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By: |
AP
VIII Aspen Holdings GP, LLC, |
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its
general partner |
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By: |
/s/
James Elworth |
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Name: |
James
Elworth |
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Title: |
Vice
President |
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REDWOOD
HOLDCO GP, LLC |
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By: |
New Outerwall, Inc., |
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its sole member |
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By: |
Aspen Parent, Inc., |
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its sole stockholder |
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By: |
Outerwall Holdings, LLC, |
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the sole holder of its Class A shares |
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By: |
Aspen Parent Holdings, LLC, |
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its majority member |
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By: |
AP VIII Aspen Holdings, L.P., |
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its sole member |
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By: |
AP VIII Aspen Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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NEW
OUTERWALL, INC. |
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By: |
Aspen Parent, Inc., |
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its sole stockholder |
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By: |
Outerwall Holdings, LLC, |
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the sole holder of its Class A shares |
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By: |
Aspen Parent Holdings, LLC, |
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its majority member |
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By: |
AP VIII Aspen Holdings, L.P., |
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its sole member |
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By: |
AP VIII Aspen Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AP
VIII ASPEN HOLDINGS, L.P. |
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By:
AP VIII Aspen Holdings GP, LLC, |
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its
general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AP
VIII ASPEN HOLDINGS GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO
MANAGEMENT VIII, L.P. |
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By: |
AIF VIII Management, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AIF
VIII MANAGEMENT, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO
MANAGEMENT, L.P. |
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By: |
Apollo Management GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO
MANAGEMENT GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO
MANAGEMENT HOLDINGS, L.P. |
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By: |
Apollo Management Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO
MANAGEMENT HOLDINGS GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |