UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CCC INTELLIGENT SOLUTIONS HOLDINGS INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
12510Q100 (CUSIP Number)
Frederic D. Fenton
c/o TCV
250 Middlefield Road
Menlo Park, California 94025
Telephone: (650) 614-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 17, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1 (g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.
| * | 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. 12510Q100 | 13D | Page 2 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
Technology Crossover Management IX, Ltd. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
30,589,027 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
30,589,027 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
30,589,027 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.9% (A) | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 3 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
Technology Crossover Management IX, L.P. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
28,890,337 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
28,890,337 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
28,890,337 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.6% | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 4 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
TCV IX, L.P. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
21,631,454 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
21,631,454 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,631,454 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.4% | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 5 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
TCV IX (A), L.P. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
6,103,601 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
6,103,601 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,103,601 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.0% | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 6 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
TCV IX (B), L.P. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
1,155,282 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
1,155,282 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,155,282 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2% | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 7 of 10 |
| 1 |
NAMES OF REPORTING PERSONS:
TCV Member Fund, L.P. | ||||||||||||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) x
| ||||||||||||||||
| 3 |
SEC USE ONLY:
| ||||||||||||||||
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | ||||||||||||||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
| ||||||||||||||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS | ||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER:
1,698,690 SHARES OF COMMON STOCK (A) | |||||||||||||||
| 8 |
SHARED VOTING POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER:
1,698,690 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER:
-0- SHARES OF COMMON STOCK | ||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,698,690 SHARES OF COMMON STOCK (A) | ||||||||||||||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
| ||||||||||||||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.3% (A) | ||||||||||||||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN | ||||||||||||||||
| (A) | Please see Item 5. |
| CUSIP No. 12510Q100 | 13D | Page 8 of 10 |
This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 9, 2021 and amended and supplemented on June 16, 2023 (collectively, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information contained in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired the shares of CCC preferred stock and common stock prior to the Business Combination for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Common Stock in the open market, through transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise and/or investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act, in privately negotiated transactions or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons intend to have discussions with officers and directors of the Company in connection with the Reporting Persons’ investment in the Company. The topics of these conversations may cover a range of issues, including those relating to the Company’s business, strategy, operations, financial condition, capital allocation, investor communications, and environmental, social and governance matters. The Reporting Persons also may have similar conversations with other stockholders or other interested parties. The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. Except as set forth herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.)
On July 17, 2023, TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P. and TCV Member Fund, L.P. (collectively, the “TCV Funds”) sold 7,071,639 shares, 1,995,357 shares, 377,678 shares and 555,326 shares of Common Stock, respectively, for $10.665 per share in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the “July 2023 Sale”). Following the July 2023 Sale, the TCV Funds’ beneficial ownership decreased to 30,589,027 shares of Common Stock, representing 4.9% of the outstanding shares of the Issuer’s Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) – (c) and (e) of the Schedule 13D are amended and restated in their entirety as follows:
(a), (b). The responses of the Reporting persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date of this Amendment, the Reporting Persons beneficially owned directly and/or indirectly the following shares of Common Stock:
| Name of Reporting Person | Shares of Common Stock | Percentage of Common Stock(1) | ||||||
| Technology Crossover Management IX, Ltd. | 30,589,027 | 4.9 | % | |||||
| Technology Crossover Management IX, L.P. | 28,890,337 | 4.6 | % | |||||
| TCV IX, L.P. | 21,631,454 | 3.4 | % | |||||
| TCV IX (A), L.P. | 6,103,601 | 1.0 | % | |||||
| TCV IX (B), L.P. | 1,155,282 | 0.2 | % | |||||
| TCV Member Fund, L.P. | 1,698,690 | 0.3 | % | |||||
(1) The information shown in the table with respect to the percentage of Common Stock beneficially owned is based on 628,313,971 shares of Common Stock outstanding as of April 28, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 2, 2023.
Excluded from beneficial ownership is the contingent right to earn-out shares.
Each of the TCV Entities has the sole power to dispose or direct the disposition of the shares of Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.
Management IX, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Common Stock. TCM IX, as the direct general partner of the TCV IX Funds, may also be deemed to have sole power to dispose or direct the disposition of the shares of Common Stock held by the TCV IX Funds and have the sole power to direct the vote of such shares of Common Stock. Each of Management IX and TCM IX disclaims beneficial ownership of the shares of Common Stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.
Except as set forth in this Item 5(a)—(b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.
(c) Other than the July 2023 Sale and the sale reported on the Reporting Persons’ 13D/A filing made on June 16, 2023, the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.
(e) The Reporting Persons ceased to be 5% holders of the Common Stock on July 17, 2023.
| CUSIP No. 12510Q100 | 13D | Page 9 of 10 |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
| Exhibit No. | Exhibit Title or Description | |
| 99.1 | Joint Filing Agreement, dated as of July 18, 2023 (filed herewith). |
| CUSIP No. 12510Q100 | 13D | Page 10 of 10 |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 19, 2023
| Technology Crossover Management IX, Ltd. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
| Technology Crossover Management IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
| TCV IX, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
| TCV IX (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
| TCV IX (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
| TCV Member Fund, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: Frederic D. Fenton | ||
| Its: Authorized Signatory | ||
EXHIBIT 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of CCC Intelligent Solutions Holdings Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 19th day of July 2023.
| TCV member fund, L.P. | ||
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
|
Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
|
TCV IX, L.P. | ||
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
|
Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
|
TCV IX (A), L.P. | ||
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
|
Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
|
TCV IX (B), L.P. | ||
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
|
Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
Technology Crossover Management IX, L.P. | ||
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |
|
Technology Crossover Management IX, Ltd. | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Title: | Authorized Signatory | |