SEC Form 4 filed by Director Green Equity Investors Vi, L.P.
$SIG
Consumer Specialties
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIGNET JEWELERS LTD [ SIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Shares, par value $0.18 | 39,050(1) | I(1) | See footnote(1) | |||||||
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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 | ||||||||
| Series A Convertible Preference Shares(2) | $78.7817(3) | 10/21/2024 | S(4) | 63,553 | (5) | (6) | Common Shares | 176,128 | $99.25 | 0(7)(8)(9)(10) | D | ||||
| Series A Convertible Preference Shares(2) | $78.7817(3) | 10/21/2024 | S(4) | 37,878 | (5) | (6) | Common Shares | 104,973 | $99.25 | 0(8)(9)(11)(12) | D | ||||
| Series A Convertible Preference Shares(2) | $78.7817(3) | 10/21/2024 | S(4) | 77 | (5) | (6) | Common Shares | 213 | $99.25 | 0(8)(9)(13)(14) | D | ||||
| Series A Convertible Preference Shares(2) | $78.7817(3) | 10/21/2024 | S(4) | 992 | (5) | (6) | Common Shares | 2,749 | $99.25 | 0(8)(9)(15)(16) | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares"). |
| 3. 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. |
| 4. On October 8, 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 102,500 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 102,500 Series A Preference Shares converted, GEI VI converted 63,553 Series A Preference Shares, GEI Side VI converted 37,878 Series A Preference Shares, Associates VI-A converted 77 Series A Preference Shares, and Associates VI-B converted 992 Series A Preference Shares. The conversion was settled in cash by the issuer for approximately $135.3 million, based on the volume weighted average share price on the date of the conversion notice, which was $99.25 per Common Share, pursuant to the terms of the Certificate of Designation. |
| 5. Immediately. |
| 6. The Series A Preference Shares do not have an expiration date. |
| 7. Represents Series A Preference Shares, as converted, owned by GEI VI. GEI VI is the direct owner of 0 Series A Preference Shares. |
| 8. 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. |
| 9. 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"). |
| 10. 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. |
| 11. Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 0 Series A Preference Shares. |
| 12. 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. |
| 13. Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 0 Series A Preference Shares. |
| 14. 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. |
| 15. Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 0 Series A Preference Shares. |
| 16. 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. |
| Remarks: |
| Mr. Jonathan A. Seiffer is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Mr. Seiffer may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. As of the reporting date, the LGP Entities do not hold any Equity Interests. |
| /s/ Andrew C. Goldberg, attorney-in-fact | 10/23/2024 | |
| ** 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. | ||