| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Diversey Holdings, Ltd. [ DSEY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares, $0.0001 par value | 07/05/2023 | J(1) | 132,970,571 | D | (1) | 103,379,563 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Ordinary Shares, $0.0001 par value | 07/05/2023 | D(1) | 103,379,563 | D | $7.84 | 0 | I | See Footnotes(2)(3)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2023, by and among the Issuer, Olympus Water Holdings IV, L.P. ("Parent"), acting by its general partner, Olympus Water Holdings Limited, and Diamond Merger Limited, the reported securities were disposed of, with 103,379,563 Ordinary Shares cancelled and exchanged into the right to receive $7.84 in cash and 132,970,571 Ordinary Shares contributed to Olympus Water Holdings I, L.P. ("Topco"), an affiliate of Parent, in exchange for certain common and preferred shares of Solenis Holding Limited pursuant to the Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor, LP ("BCPE Diamond Investor") and Topco. |
| 2. Bain Capital Fund XI, L.P. ("Fund XI") is the sole member of BCPE Diamond GP, LLC ("BCPE Diamond GP"), which is the general partner of BCPE Diamond Investor. Bain Capital Partners XI, L.P. ("Partners XI") is the general partner of Fund XI. Partners XI may be deemed to share voting and dispositive power with respect to shares held by Fund XI. Partners XI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 3. Bain Capital Partners Europe IV, LP ("GP IV") is the general partner of Bain Capital Europe Fund IV, LP ("Europe IV"), which is the sole shareholder of BCPE Diamond Cayman Holding Limited ("BCPE Diamond"). GP IV and Europe IV may be deemed to share voting and dispositive power with respect to shares held by BCPE Diamond. Each of GP IV and Europe IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 4. Boylston Coinvestors, LLC is the general partner of each of BCIP Associates IV, LP ("BCIP IV"), BCIP Associates IV-B, LP ("BCIP IV-B"), BCIP Trust Associates IV, LP ("BCIP T IV") and BCIP Trust Associates IV-B, LP ("BCIP T IV-B" and, together with BCPE Diamond Investor, Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B and BCIP T IV, the "Bain Capital Entities"). |
| 5. The Ordinary Shares held directly by each of Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B were previously transferred to BCPE Diamond Investor in a transaction exempt from Section 16 pursuant to Rule 16a-13. |
| 6. Bain Capital Investors, LLC ("BCI") is the general partner of Partners XI and GP IV and governs the investment strategy and decision-making process with respect to investments held by BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| Exhibit 99.1- Joint Filer Information |
| See signatures included in Exhibit 99.1 | 07/06/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||