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4//SEC Filing

Green Equity Investors Side VI, L.P. 4

Accession 0000950170-24-044891

CIK 0000832988other
View on SEC.govCompany Profile

Filed

Apr 15, 8:00 PM ET

Accepted

Apr 16, 6:12 PM ET

Size

32.3 KB

Accession

0000950170-24-044891

Insider Transaction Report

Form 4
Period: 2024-04-12
SIGNET JEWELERS LTDSIG
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
  • Sale

    Series A Convertible Preference Shares

    2024-04-12$99.34/sh−3,022$300,205→ 3,023 total
    Exercise: $79.74→ Common Shares (39,828 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-04-12$99.34/sh−193,761$19,248,218→ 193,761 total
    Exercise: $79.74→ Common Shares (2,553,657 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-04-12$99.34/sh−115,482$11,471,982→ 115,481 total
    Exercise: $79.74→ Common Shares (1,521,985 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-04-12$99.34/sh−235$23,345→ 235 total
    Exercise: $79.74→ Common Shares (3,097 underlying)
Holdings

  • Common Shares, par value $0.18

    (indirect: See footnote)
    37,409
Footnotes (16)
  • [F1]Of the 37,409 Common Shares reported, 23,046 are owned by Mr. Jonathan A. Seiffer and held for the benefit of Leonard Green & Partners, L.P. ("LGP") (and includes 2,467 restricted stock units which are subject to certain vesting and forfeiture provisions), and 14,363 are owned by Mr. Jonathan D. Sokoloff, a partner of LGP, and held for the benefit of LGP.
  • [F10]Each of GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
  • [F11]Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 115,481 Series A Preference Shares which are convertible into 1,521,972 Common Shares.
  • [F12]Each of GEI VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
  • [F13]Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 235 Series A Preference Shares which are convertible into 3,097 Common Shares.
  • [F14]Each of GEI VI, GEI Side VI, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-A, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
  • [F15]Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 3,023 Series A Preference Shares which are convertible into 39,841 Common Shares.
  • [F16]Each of GEI VI, GEI Side VI, Associates VI-A, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-B, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
  • [F2]Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
  • [F3]The Series A Preference Shares have a stated value of $1,050.94 per share and are convertible into Common Shares of the issuer at a current conversion price of $79.7410 per share at a conversion ratio of 12.5406 Common Shares per Series A Preference Share. The conversion ratio is subject to certain anti-dilution and other adjustments and is subject to change. Since the acquisition of the Series A Preference Shares, the conversion rate has been adjusted as a result of these anti-dilution adjustments.
  • [F4]In accordance with the terms of the Amended Certificate of Designation for the Series A Preference Shares, the Reporting Persons delivered a notice of conversion of 312,500 Series A Preference Shares to the Issuer. The Issuer repurchased the 312,500 Series A Preference Shares from the Reporting Persons for the volume weighted average share price of the date of the transaction signing, or $99.34. Of the 312,500 Series A Preference Shares repurchased by the Issuer, 193,761 were repurchased from Green Equity Investors VI, L.P. ("GEI VI"), 115,482 were repurchased from Green Equity Investors Side VI, L.P. ("GEI Side VI"), 235 were repurchased from LGP Associates VI-A LLC ("Associates VI-A"), and 3,022 were repurchased from LGP Associates VI-B LLC ("Associates VI-B").
  • [F5]Immediately.
  • [F6]The Series A Preference Shares do not have an expiration date.
  • [F7]Represents Series A Preference Shares, as converted, owned by GEI VI. GEI VI is the direct owner of 193,761 Series A Preference Shares which are convertible into 2,553,657 Common Shares.
  • [F8]GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. LGP is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
  • [F9]Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Series A Preference Shares and underlying Common Shares held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.

Documents

1 file

Issuer

SIGNET JEWELERS LTD

CIK 0000832988

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Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001531059

Filing Metadata

Form type
4
Filed
Apr 15, 8:00 PM ET
Accepted
Apr 16, 6:12 PM ET
Size
32.3 KB
View on SEC.gov