☒ |
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 the disclosures provided in a prior cover page.
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 2 of 10 Pages
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Clearlake Capital Group, 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
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
18.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, PN
|
|
|
|||
|
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
José Enrique Feliciano
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
18.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Behdad Eghbali
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,751,837
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
18.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 5 of 10 Pages
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Persons Filing:
|
i)
|
Clearlake Capital Group, L.P. (“Clearlake Capital Group”);
|
|
ii)
|
José Enrique Feliciano (“Mr. Feliciano”); and
|
|
iii)
|
Behdad Eghbali (“Mr. Eghbali”)
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Item 2(c). |
Citizenship:
|
i)
|
Clearlake Capital Group is a Delaware limited partnership;
|
|
ii)
|
Mr. Feliciano is a citizen of the United States of America; and
|
|
iii)
|
Mr. Eghbali is a citizen of the United States of America
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 6 of 10 Pages
|
Item 3. |
If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
☒
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☒
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(k)
|
☐
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership:
|
(a)
|
Amount beneficially owned:
|
(b)
|
Percent of class:
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
Sole power to vote or to direct the vote: 0
|
(ii)
|
Shared power to vote or to direct the vote: 9,751,837
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
(iv)
|
Shared power to dispose or to direct the disposition of: 9,751,837
|
Item 5. |
Ownership of Five Percent or Less of a Class:
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person:
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 7 of 10 Pages
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
Item 8. |
Identification and Classification of Members of the Group:
|
Item 9. |
Notice of Dissolution of Group:
|
Item 10. |
Certification:
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 8 of 10 Pages
|
Dated: February 14, 2023
|
||
CLEARLAKE CAPITAL GROUP, L.P.
|
||
By:
|
/s/ John Cannon
|
|
Name:
|
John Cannon
|
|
Attorney-in-Fact
|
||
JOSÉ E. FELICIANO
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
||
BEHDAD EGHBALI
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
SCHEDULE 13G | |
CUSIP No. 09227Q100
|
Page 9 of 10 Pages
|
Exhibit No.
|
|
Joint Filing Agreement, dated February 14, 2023
|
|
2
|
Power of Attorney of Reporting Persons (incorporated by reference to Exhibit No. 2 to the Schedule 13G filed by the Reporting Persons on February 8, 2021)
|
CLEARLAKE CAPITAL GROUP, L.P.
|
||
By:
|
/s/ John Cannon
|
|
Name:
|
John Cannon
|
|
Attorney-in-Fact
|
||
JOSÉ E. FELICIANO
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|
||
BEHDAD EGHBALI
|
||
By:
|
/s/ John Cannon
|
|
Attorney-in-Fact
|