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4//SEC Filing

Green Equity Investors Side VI, L.P. 4

Accession 0000950170-24-063655

CIK 0000832988other
View on SEC.govCompany Profile

Filed

May 21, 8:00 PM ET

Accepted

May 22, 6:06 PM ET

Size

32.6 KB

Accession

0000950170-24-063655

Insider Transaction Report

Form 4
Period: 2024-05-20
SIGNET JEWELERS LTDSIG
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
  • Sale

    Series A Convertible Preference Shares

    2024-05-20$97.02/sh−967$93,820→ 2,056 total
    Exercise: $79.74→ Common Shares (2,379 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-05-20$97.02/sh−36,954$3,585,333→ 78,527 total
    Exercise: $79.74→ Common Shares (90,947 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-05-20$97.02/sh−75$7,277→ 160 total
    Exercise: $79.74→ Common Shares (184 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-05-20$97.02/sh−62,004$6,015,721→ 131,757 total
    Exercise: $79.74→ Common Shares (152,597 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 78,527 Series A Preference Shares which are convertible into 193,262 Common Shares as of the date of conversion.
  • [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 160 Series A Preference Shares which are convertible into 393 Common Shares as of the date of conversion.
  • [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 2,056 Series A Preference Shares which are convertible into 5,060 Common Shares as of the date of conversion.
  • [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]On May 6, 2024 Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B") delivered notice to the issuer of a conversion of 100,000 Series A Preference Shares (in the aggregate) for cash in accordance with the terms of the Certificate of Designation of the Series A Preference Shares (the "Certificate of Designation"). Of the 100,000 Series A Preference Shares converted, GEI VI converted 62,004 Series A Preference Shares, GEI Side VI converted 36,954 Series A Preference Shares, Associates VI-A converted 75 Series A Preference Shares, and Associates VI-B converted 967 Series A Preference Shares. The conversion was settled in cash by the issuer for approximately $128 million, based on the volume weighted average share price on the date of the conversion notice, which was $97.0215 per Common Share, pursuant to the terms of the Certificate of Designation.
  • [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 131,757 Series A Preference Shares which are convertible into 324,266 Common Shares as of the date of conversion.
  • [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
May 21, 8:00 PM ET
Accepted
May 22, 6:06 PM ET
Size
32.6 KB
View on SEC.gov