3//SEC Filing
Green Equity Investors VI, L.P. 3
Accession 0001209191-19-037886
CIK 0000832988other
Filed
Jun 17, 8:00 PM ET
Accepted
Jun 18, 9:36 PM ET
Size
30.9 KB
Accession
0001209191-19-037886
Insider Transaction Report
Form 3
Green Equity Investors VI, L.P.
Director10% Owner
Holdings
Series A Convertible Preference Shares
Exercise: $86.59→ Common Shares (4,475,608 underlying)- 6,062(indirect: See footnote.)
Common Shares, par value $0.18
Footnotes (15)
- [F1]The shares of Common Stock of the Issuer ("Common Shares") reported on this row were awarded to Mr. Jonathan D. Sokoloff as compensation for his service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. ("LGP").
- [F10]Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,667,461 Common Shares.
- [F11]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.
- [F12]Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 5,428 Common Shares.
- [F13]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.
- [F14]Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 69,816 Common Shares.
- [F15]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 Preferred Stock, par value $0.01 per share ("Series A Preference Shares").
- [F3]Immediately.
- [F4]The Series A Preference Shares do not have an expiration date.
- [F5]Represents Series A Preference Shares, as converted, owned by Green Equity Investors VI, L.P. ("GEI VI"). GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,475,608 Common Shares.
- [F6]GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("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 LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- [F7]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.
- [F8]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.
- [F9]The Series A Preference Shares were acquired for $1,000.00 per share and are convertible into Common Shares of the issuer at a current conversion price of $86.5853 per share at a conversion rate of 11.5493 Common Shares per Series A Preference Share. The conversion rate 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.
Issuer
SIGNET JEWELERS LTD
CIK 0000832988
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001531051
Filing Metadata
- Form type
- 3
- Filed
- Jun 17, 8:00 PM ET
- Accepted
- Jun 18, 9:36 PM ET
- Size
- 30.9 KB