4//SEC Filing
Acushnet Holdings Corp. 4
Accession 0001104659-16-154975
$GOLFCIK 0001672013operating
Filed
Nov 3, 8:00 PM ET
Accepted
Nov 4, 7:20 PM ET
Size
18.7 KB
Accession
0001104659-16-154975
Insider Transaction Report
Form 4
Transactions
- Conversion
Common Stock
2016-11-02+17,258,895→ 17,258,915 total(indirect: See footnotes) - Conversion
Common Stock
2016-11-02+8,727,129→ 25,986,044 total(indirect: See footnotes) - Sale
Common Stock
2016-11-02$17.00/sh−16,820,502$285,948,534→ 9,165,542 total(indirect: See footnotes) - Conversion
7.5% Convertible Notes due 2021
2016-11-02−17,258,895→ 0 total(indirect: See footnote)→ Common Stock (17,258,895 underlying) - Conversion
Series A redeemable convertible preferred stock
2016-11-02−8,727,129→ 0 total(indirect: See footnote)→ Common Stock (8,727,129 underlying)
Footnotes (4)
- [F1]Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Odin 3, LLC and Odin 4, LLC (the "Mirae Funds"), both of which are Korean limited liability companies that are wholly owned by Mirae Asset Partners Private Equity Fund VII. The general partners of Mirae Asset Partners Private Equity Fund VII are Mirae Asset Global Investments Co. Ltd. and Mirae Asset Securities Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by the Mirae Funds are made by an investment committee of Mirae Asset Global Investments Co. Ltd. comprised of six members. Each of the members of the committee may be deemed to share voting and investment power with respect to the shares of common stock of Acushnet owned by the Mirae Funds. Such members disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F2]Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and the Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into shares of common stock of Acushnet on November 2, 2016. The Convertible Notes converted into an amount of shares of common stock derived by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock converted on a one share of Convertible Preferred Stock for nine shares of common stock basis.
- [F3]The Mirae Funds entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on November 2, 2016 by and among the Mirae Funds, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, the Mirae Funds, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund 1 may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet.
- [F4]The amount of Acushnet's securities held by the Mirae Funds and Mirae Asset Partners Private Equity Fund VII as reported in this Form 4 does not include the holdings of the other parties to the Group. The Mirae Funds and Mirae Asset Partners Private Equity Fund VII disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.
Documents
Issuer
Acushnet Holdings Corp.
CIK 0001672013
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001672013
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 8:00 PM ET
- Accepted
- Nov 4, 7:20 PM ET
- Size
- 18.7 KB