When ANDG insiders can sell

Further, the Aggregator Limited Liability Company Agreement will contractually restrict the ability of Andersen Managing Directors to sell their shares during the period ending 180 days after the date of this prospectus, subject to certain exceptions. We have agreed with the underwriters to enforce and not to amend or waive any such transfer restrictions during the period ending 180 days after the date of this prospectus without the consent of Morgan Stanley & Co. LLC and UBS Securities LLC. See the sections titled "Description of Capital Stock—Redemption, Transferability and Exchange," "Underwriters" and "Shares Eligible for Future Sale" for a more complete description of the lock-up agreements and market standoff arrangements that we, our executive officers and directors and substantially all of our securityholders have entered into with the underwriters and pursuant to agreements with……

After the lock-up agreements and related transfer restrictions pertaining to this offering expire, up to an additional 98,302,500 shares of Class A common stock (which are issuable upon exchange of an equal amount of Class X Umbrella Units and forfeiture of corresponding shares of Class B common stock) will be eligible for sale in the public market, subject to various vesting and transfer restrictions, including those described in the section titled "Organizational Structure—Vesting and Transfer Restrictions of Aggregator Members." The market price of our Class A common stock could decline as a result of the sale of a substantial number of our shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

…nted pursuant to any employee benefit plan in effect on the date hereof and described in this prospectus; facilitating the establishment of a trading plan on behalf of a shareholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect t…

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At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, through a directed share program to our non-employee directors and certain other individuals and entities identified by us. See the section titled "Underwriters—Directed Share Program." We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,650,000 shares of Class A common stock solely to cover over-allotments, if any. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete.

…mon stock pursuant to this clause shall execute a lock-up agreement; the grant of options or any other type of equity award described in this prospectus, or the issuance of shares of common stock by us (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors or consultants pursuant to employee benefit plans in effect on the date hereof and described in this prospectus; provided that each recipient of common stock pursuant to this clause shall execute a lock-up agreement; the filing of a registration statement on Form S-8 relating to the issuance, vesting, exercise or settlement of equ…