3//SEC Filing
GTCR INVESTMENT XI LLC 3
Accession 0000899243-20-031839
CIK 0001823239other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 9:16 PM ET
Size
29.1 KB
Accession
0000899243-20-031839
Insider Transaction Report
Form 3
GTCR INVESTMENT XI LLC
Director10% Owner
Holdings
- 168,654,981(indirect: See footnote)
Class B Common Stock
- 28,965,664(indirect: See footnote)
Class A Common Stock
- (indirect: See footnote)
Common Units
→ Class A Common Stock (216,797,140 underlying)
Footnotes (7)
- [F1]In the reorganization of Maravai Life Sciences Holdings, LLC ("MLSH 1") and Maravai Topco Holdings LLC ("Topco LLC") and the creation of Maravai Life Sciences Holdings 2, LLC ("MLSH 2") and the Issuer as a public holding company (the "Reorganization"), shares of the Class A common stock, par value $0.01, of the Issuer (the "Class A Shares") were issued and sold at par value to MLSH 2 in an exempt transaction under Rule 16b-3 of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F2]Reflects Class A Shares held directly by MLSH 2. MLSH 2 is managed by a board of managers controlled by GTCR Fund XI/C LP ("GTCR Fund XI/C"). GTCR Partners XI/A&C LP ("GTCR Partners XI/A&C") is the general partner of GTCR Fund XI/C. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of GTCR Partners XI/A&C. GTCR Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Craig A. Bondy, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the Class A Shares.
- [F3](Continued from footnote 2) Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class A Shares held of record by MLSH 2, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class A Shares held of record by MLSH 2 except to the extent of his pecuniary interest therein.
- [F4]In the Reorganization, shares of the Class B common stock, par value $0.01, of the Issuer (the "Class B Shares") were issued and sold at par value to the members of Topco LLC holding common units in Topco LLC (the "Common Units") prior to the Reorganization in an exempt transaction under Rule 16b-3 of Section 16 of the Exchange Act. One Class B Share was issued and sold for every one Common Unit owned by a member. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to holders of Common Units.
- [F5]Reflects Class B Shares held directly by MLSH 1. MLSH 1 is managed by a board of managers controlled by GTCR Fund XI/B LP ("GTCR Fund XI/B") and GTCR Co-Invest XI LP ("GTCR Co-Invest XI"). GTCR Partners XI/B LP ("GTCR Partners XI/B") is the general partner of GTCR Fund XI/B. GTCR Investment XI is the general partner of GTCR Co-Invest XI and GTCR Partners XI/B. GTCR Investment XI is managed by the GTCR Board of Managers, and no single person has voting or dispositive authority over the Class B shares. Each of GTCR Partners XI/B, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the Class B shares held of record by MLSH 1, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the Class B shares held of record by MLSH 1 except to the extent of his pecuniary interest therein.
- [F6]Pursuant to the Exchange Agreement dated November 19, 2020, by and among the Issuer, Topco LLC and MLSH 1 (the "Exchange Agreement"), the Common Units (together with one Class B Share for for every Common Unit) are exchangeable for one Class A Share. Common Units do not expire.
- [F7]Reflects Common Units owned directly by MLSH 1. Each Common Unit is exchangeable for one Class A Share pursuant to the Exchange Agreement.
Issuer
MARAVAI LIFESCIENCES HOLDINGS, INC.
CIK 0001823239
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001827977
Filing Metadata
- Form type
- 3
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 9:16 PM ET
- Size
- 29.1 KB