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CUSIP No. 579063108
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13G
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Page
10
of 15 Pages
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(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).
(j) ☐ Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J).
(k) ☐ Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
Not Applicable.
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(a)
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Amount Beneficially Owned:
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Thoma Bravo Fund XII AIV, L.P. (“TB Fund XII AIV”) directly holds 21,381,684 Class A units (“Common
Units”) of Foundation Technology Worldwide LLC (“FTW”) and an equal number of shares of Class B common stock (“Class B Common Stock”) of the Issuer.
Thoma Bravo Executive Fund XII AIV, L.P. (“TB Exec Fund XII AIV”) directly holds 209,248 Common Units of FTW and an equal
number of shares of Class B Common Stock of the Issuer.
Thoma Bravo Executive Fund XII-a
AIV, L.P. (“TB Exec Fund XII-a AIV”) directly holds 185,935 Common Units of FTW and an equal number of shares of Class B Common Stock of the Issuer.
Thoma Bravo Partners XII AIV, L.P. (“TB Partners XII AIV”) directly holds 2,298,248 Common Units of FTW and an equal number
of shares of Class B Common Stock of the Issuer.
Thoma Bravo Fund XII-A, L.P. (“TB
Fund XII-A”) directly holds 16,611,135 shares of Class A Common Stock of the Issuer.
TB Partners XII AIV is the general partner of each of TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund
XII-a AIV. Thoma Bravo Partners XII, L.P. (“TB Partners XII”) is the general partner of TB Fund XII-A. Thoma Bravo UGP, LLC (“TB UGP”)
is the ultimate general partner of TB Partners XII AIV and TB Partners XII.
Pursuant to the Second Amended and Restated Limited Liability
Company Agreement of FTW, as amended, each of TB Fund XII AIV, TB Exec Fund XII AIV, TB Exec Fund XII-a AIV and TB Partners XII AIV may exchange all or a portion of its Common Units (together with an equal
number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments, or, at the option of the
Issuer, cash (based on the then-market value of the shares of Class A Common Stock).
