UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Oak Street Health, Inc. |
| (Name of Issuer) |
| Common Stock, par value US$0.001 per share |
| (Title of Class of Securities) |
| 67181A107 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 2 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 3 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 4 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (OSH) Interholdco, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 5 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 93, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 6 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 7 of 20 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 8 of 20 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 9 of 20 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 10 of 20 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 11 of 20 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
61,384,475 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
61,384,475 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,384,475 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 12 of 20 |
| Item 1. | (a) | NAME OF ISSUER |
| Oak Street Health, Inc. (the “Company”). | ||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
| 30 W. Monroe Street, Suite 1200, Chicago, Illinois 60603 | ||
| Item 2. | (a) | NAMES OF PERSONS FILING |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | ||
| (i) | General Atlantic, L.P. (“GA LP”); | |
| (ii) | General Atlantic (OSH) Interholdco, L.P. (“GA OSH”); | |
| (iii) | General Atlantic Partners 93, L.P. (“GAP 93”); | |
| (iv) | General Atlantic Partners 100, L.P. (“GAP 100”); | |
| (v) | General Atlantic GenPar, L.P. (“GenPar”); | |
| (vi) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
| (vii) | GAP Coinvestments III, LLC (“GAPCO III”); | |
| (viii) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
| (ix) | GAP Coinvestments V, LLC (“GAPCO V”); and | |
| (x) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”). | |
GAP 93 and GAP 100 are collectively referred to as the “GA Funds.” GAPCO III, GAPCO IV, GAPCO V, GAPCO and CDA are collectively referred to as the “Sponsor Coinvestment Funds.”
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 13 of 20 |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE | |
| The principal address of each of the Reporting Persons is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. | ||
| (c) | CITIZENSHIP | |
| (i) | GA LP - Delaware | |
| (ii) | GenPar - Delaware | |
| (iii) | GA OSH - Delaware | |
| (iv) | GAP 93 - Delaware | |
| (v) | GAP 100 - Delaware | |
| (vi) | GA SPV - Delaware | |
| (vii) | GAPCO III - Delaware | |
| (viii) | GAPCO IV - Delaware | |
| (ix) | GAPCO V - Delaware | |
| (x) | GAPCO CDA - Delaware | |
| (d) | TITLE OF CLASS OF SECURITIES | |
| Common Stock, par value US$0.001 per share (the “common stock”) | ||
| (e) | CUSIP NUMBER | |
| 67181A107 | ||
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 14 of 20 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: | |
| Not applicable. | ||
| Item 4. | OWNERSHIP | |
| As of December 31, 2021, the Reporting Persons owned the following number of the Company’s common stock: | ||
| (i) | GA LP owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (ii) | GenPar owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (iii) | GA OSH owned of record 61,384,475 shares of common stock or 25.5% of the issued and outstanding Class A shares of common stock. | |
| (iv) | GAP 93 owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (v) | GAP 100 owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (vi) | GA SPV owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (vii) | GAPCO III owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (viii) | GAPCO IV owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (ix) | GAPCO V owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (x) | GAPCO CDA owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 15 of 20 |
The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the shares of common stock held of record by GA OSH. The general partner of GA OSH is GA SPV. The general partner of the GA Funds is GenPar. The general partner of GenPar is GA LP. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and the sole member of GA SPV. Each of GAP 93 and GAP 100 is a limited partner of GA OSH. As of the date hereof, there are nine members of the GA Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Management Committee disclaims ownership of the shares of common stock reported herein except to the extent he has a pecuniary interest therein. The name, the address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.
Pursuant to a Sponsor Director Nomination Agreement, dated as of August 10, 2020 (the “Director Nomination Agreement”), among GA OSH, Newlight Harbour Point SPV LLC, a Delaware limited liability (“Newlight”) and the Company, GA OSH has agreed to certain arrangements with respect to the shares of common stock reported herein, including to vote to elect certain individuals nominated by each of GA and Newlight to the Company’s board of directors in accordance with the terms of the Director Nomination Agreement.
By virtue of the Sponsor Director Nomination Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G, Newlight and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on the Company’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on May 28, 2021, such a “group” would be deemed to beneficially own an aggregate of 101,894,115 shares of common stock, or 42.3% of the Company’s outstanding shares of common stock calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any shares of common stock that they may be deemed to beneficially own solely by reason of the Director Nomination Agreement. This Schedule 13G does not reflect any shares of common stock beneficially owned by Newlight.
Amount Beneficially Owned:
By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 61,384,475 shares of common stock.
Percentage Owned:
All calculation of percentage ownership herein are based on an aggregate of 240,927,344 shares of common stock reported by the Company to be outstanding as of November 4, 2021 as reflected in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2021.
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of common stock as indicated on such Reporting Person’s cover page included herein. |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 61,384,475 shares of common stock that may be deemed to be owned beneficially by each of them. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. | |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 16 of 20 |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. | |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| See Item 4, which states the identity of the members of the group filing this Schedule 13G. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| Item 10. | CERTIFICATION |
| Not applicable. | |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 17 of 20 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 18 of 20 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (OSH) INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 93, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 19 of 20 |
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 67181A107 | SCHEDULE 13G | Page 20 of 20 |
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the GA Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (OSH) INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 93, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||