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4//SEC Filing

Green Equity Investors VI, L.P. 4

Accession 0001209191-20-039256

CIK 0000832988other
View on SEC.govCompany Profile

Filed

Jun 28, 8:00 PM ET

Accepted

Jun 29, 7:57 PM ET

Size

29.1 KB

Accession

0001209191-20-039256

Insider Transaction Report

Form 4
Period: 2020-06-25
SIGNET JEWELERS LTDSIG
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
  • Award

    Common Shares, par value $0.18

    2020-06-25+1,925→ 28,827 total(indirect: See footnote.)
Holdings

  • Series A Convertible Preference Shares

    Exercise: $81.77→ Common Shares (5,820 underlying)
    5,820

  • Series A Convertible Preference Shares

    Exercise: $81.77→ Common Shares (74,852 underlying)
    74,852

  • Series A Convertible Preference Shares

    Exercise: $81.77→ Common Shares (4,798,519 underlying)
    4,798,519

  • Series A Convertible Preference Shares

    Exercise: $81.77→ Common Shares (2,859,916 underlying)
    2,859,916
Footnotes (16)
  • [F1]Represents shares of Common Stock of the Issuer ("Common Shares") granted to Mr. Jonathan Sokoloff and Mr. Jonathan A. Seiffer on June 25, 2020 as compensation for their services on the Issuer's board of directors. Mr. Sokoloff's tenure with the Issuer's board of directors ended effective June 12, 2020. The Common Shares reported are held by Mr. Sokoloff and Mr. Seiffer for the benefit of Leonard Green & Partners, L.P. ("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 230,963 Series A Preference Shares which are convertible into 2,859,916 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 470 Series A Preference Shares which are convertible into 5,820 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 6,045 Series A Preference Shares which are convertible into 74,852 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]Of the 28,827 Common Shares reported, 14,464 are owned by Mr. Seiffer and held for the benefit of LGP, and 14,363 are owned by Mr. Sokoloff and held for the benefit of LGP.
  • [F3]Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
  • [F4]The Series A Preference Shares have a stated value of $1,012.50 per share and are convertible into Common Shares of the issuer at a current conversion price of $81.7682 per share at a conversion ratio of 12.2297 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.
  • [F5]Immediately.
  • [F6]The Series A Preference Shares do not have an expiration date.
  • [F7]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 4,798,519 Common Shares.
  • [F8]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.
  • [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

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001531051

Filing Metadata

Form type
4
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 7:57 PM ET
Size
29.1 KB
View on SEC.gov