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4//SEC Filing

Green Equity Investors Side VI, L.P. 4

Accession 0000950170-24-111423

CIK 0000832988other
View on SEC.govCompany Profile

Filed

Oct 1, 8:00 PM ET

Accepted

Oct 2, 4:05 PM ET

Size

32.8 KB

Accession

0000950170-24-111423

Insider Transaction Report

Form 4
Period: 2024-09-30
SIGNET JEWELERS LTDSIG
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
  • Sale

    Series A Convertible Preference Shares

    2024-09-30$92.17/sh−40,649$3,746,618→ 37,878 total
    Exercise: $78.78→ Common Shares (79,109 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-09-30$92.17/sh−68,204$6,286,363→ 63,553 total
    Exercise: $78.78→ Common Shares (132,736 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-09-30$92.17/sh−83$7,650→ 77 total
    Exercise: $78.78→ Common Shares (161 underlying)
  • Sale

    Series A Convertible Preference Shares

    2024-09-30$92.17/sh−1,064$98,069→ 992 total
    Exercise: $78.78→ Common Shares (2,070 underlying)
Holdings

  • Common Shares, par value $0.18

    (indirect: See footnote)
    39,050
Footnotes (17)
  • [F1]Of the 39,050 Common Shares reported, 24,687 are owned by Mr. Jonathan A. Seiffer and held for the benefit of Leonard Green & Partners, L.P. ("LGP") (and includes 1,641 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 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").
  • [F11]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.
  • [F12]Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 37,878 Series A Preference Shares which are convertible into 73,716 Common Shares as of the date of conversion.
  • [F13]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.
  • [F14]Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 77 Series A Preference Shares which are convertible into 149 Common Shares as of the date of conversion.
  • [F15]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.
  • [F16]Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 992 Series A Preference Shares which are convertible into 1,930 Common Shares as of the date of conversion.
  • [F17]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 $78.7817 per share at a conversion ratio of 12.6933 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 September 16, 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 110,000 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 110,000 Series A Preference Shares converted, GEI VI converted 68,204 Series A Preference Shares, GEI Side VI converted 40,649 Series A Preference Shares, Associates VI-A converted 83 Series A Preference Shares, and Associates VI-B converted 1,064 Series A Preference Shares.
  • [F5](Continued from footnote 4) The conversion was settled in cash by the issuer for approximately $135.8 million, based on the volume weighted average share price on the date of the conversion notice, which was $92.17 per Common Share, pursuant to the terms of the Certificate of Designation.
  • [F6]Immediately.
  • [F7]The Series A Preference Shares do not have an expiration date.
  • [F8]Represents Series A Preference Shares, as converted, owned by GEI VI. GEI VI is the direct owner of 63,553 Series A Preference Shares which are convertible into 123,684 Common Shares as of the date of conversion.
  • [F9]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.

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
Oct 1, 8:00 PM ET
Accepted
Oct 2, 4:05 PM ET
Size
32.8 KB
View on SEC.gov