UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Sovos Brands, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
84612U107
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☑ |
Rule 13d-1(d)
|
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 2 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Advent International, L.P.
|
|
|
|||
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|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
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Delaware
|
|
|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
42,612,154
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
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||
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0
|
|
|
|||
|
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
42,612,154
|
|
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|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
42,612,154
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
|
☐
|
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|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
|
42.0% (1)
|
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|||
|
|
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||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 3 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GP, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
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||
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|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
42,612,154
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
42,612,154
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
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|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
42,612,154
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
42.0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 4 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Noosa GP, Inc.
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
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|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
14,453,293
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
14,453,293
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
14,453,293
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
14.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 5 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Noosa Holdco, L.P.
|
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|
|||
|
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
14,453,293
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
14,453,293
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
14,453,293
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
14.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 6 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International VIII, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
28,158,861
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
28,158,861
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
28,158,861
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
27.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 7 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GPE VIII GP S.à.r.l.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
19,619,193
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
19,619,193
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
19,619,193
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
19.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 8 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,556,444
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,556,444
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,556,444
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 9 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-1 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,877,923
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,877,923
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,877,923
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 10 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-2 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 1,400,175 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 1,400,175 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,400,175 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 1.4% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 11 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B-3 Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 2,186,378 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 2,186,378 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 2,186,378 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 2.2% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 12 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-B Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 5,277,513 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 5,277,513 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 5,277,513 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 5.2% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 13 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-C Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 861,939 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 861,939 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 861,939 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 0.8% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 14 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-D Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 737,088 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 737,088 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 737,088 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 0.7% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 15 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-F Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
| Delaware |
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
218,415
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
218,415
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
218,415
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
| 0.2% (1) |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 16 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-H Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,935,256
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,935,256
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,935,256
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.9% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 17 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-I Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,799,578
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,799,578
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,799,578
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 18 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-J Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,768,484
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,768,484
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,768,484
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 19 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GPE VIII GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
7,364,696
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
7,364,696
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
7,364,696
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
7.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 20 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-A Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
3,650,861
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,650,861
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,650,861
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 21 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-E Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
820,916
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
820,916
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
820,916
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 22 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-G Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,392,365
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,392,365
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,392,365
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 23 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-K Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
746,493
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
746,493
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
746,493
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 24 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE VIII-L Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
754,061
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
754,061
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
754,061
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 25 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
AP GPE VIII GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,174,972
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,174,972
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,174,972
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 26 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
61,579
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
61,579
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
61,579
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 27 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
358,663
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
358,663
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
358,663
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 28 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-A Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
76,729
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
76,729
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
76,729
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 29 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-A Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
47,783
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
47,783
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
47,783
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
Less than 0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 30 of 42 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE VIII-B Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
630,218
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
630,218
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
630,218
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 101,455,355 shares of Common Stock outstanding as of November 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 31 of 42 Pages
|
|
Item 1.
|
Issuer
|
|
(a)
|
Name of Issuer:
|
Sovos Brands, Inc. (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
168 Centennial Parkway, Suite 200
Louisville, CO 80027
|
Item 2.
|
Filing Person
|
|
(a) – (c)
|
Name of Persons Filing; Address; Citizenship:
|
|
(i)
|
Advent International, L.P., a Delaware limited partnership (f/k/a Advent International Corporation);
|
| (ii) |
Advent International GP, LLC, a Delaware limited liability company;
|
| (iii) |
Noosa GP, Inc., a Delaware corporation;
|
| (iv) |
Noosa Holdco, L.P., a Delaware limited partnership;
|
| (v) |
Advent International GPE VIII, LLC, a Delaware limited liability company;
|
| (vi) |
GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
|
| (vii) |
Advent International GPE VIII Limited Partnership, a Delaware limited partnership;
|
| (viii) |
Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership;
|
| (ix) |
Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership;
|
| (x) |
Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership;
|
| (xi) |
Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership;
|
| (xii) |
Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership;
|
| (xiii) |
Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership;
|
| (xiv) |
Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership;
|
| (xv) |
Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership;
|
| (xvi) |
Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership;
|
| (xvii) |
Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (vii)-(xvii), the “Advent VIII Luxembourg Funds”);
|
| (xviii) |
GPE VIII GP Limited Partnership, a Cayman Islands limited partnership;
|
| (xix) |
Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership;
|
| (xx) |
Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership;
|
| (xxi) |
Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership;
|
| (xxii) |
Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership;
|
| (xxiii) |
Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xix)-(xxiii), the “Advent VIII Cayman Funds”);
|
| (xxiv) |
AP GPE VIII GP Limited Partnership, a Delaware limited partnership;
|
| (xxv) |
Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;
|
| (xxvi) |
Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership;
|
| (xxvii) |
Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;
|
| (xxviii) |
Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
|
| (xxix) |
Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxv)-(xxix), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg
Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 32 of 42 Pages
|
Noosa LP is beneficially owned by the following funds: (a) Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C
Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership (the funds set forth in the foregoing clause (a), the “Advent VII
Luxembourg Funds”); (b) Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (the funds set forth in the foregoing clause (b), the “Advent VII
Cayman Funds”); and (c) Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B
Cayman Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership and Advent Partners GPE VII-A 2014 Cayman Limited Partnership
(the funds set forth in the foregoing clause (c), the “Advent VII Partners Funds” and, together with the Advent VII Luxembourg Funds and the Advent VII Cayman Funds, the “Advent VII Funds”). The Advent VII Funds have ownership interests in Noosa LP
and its general partner, Noosa GP, Inc., but none of the Advent VII Funds has voting or dispositive power over any shares.
GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited
Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited
Partnership. GPE VII GP S.à.r.l. is the general partner of the Advent VII Luxembourg Funds. GPE VII GP Limited Partnership is the general partner of the Advent VII Cayman Funds. Advent International GPE VII, LLC is the manager of GPE VII GP
S.à.r.l. and is the general partner of GPE VII GP Limited Partnership and each of the Advent VII Partners Funds.
Advent International, L.P. is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the
Advent VIII Cayman Funds and the Advent VIII Partners Funds, and is the manager of Advent International GPE VII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VII Luxembourg Funds, the Advent VII
Cayman Funds, the Advent VII Partners Funds and Noosa LP. Advent International GP, LLC is the general partner of Advent International, L.P.
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
During 2023, Advent International Corporation effected a change in the form of entity and became Advent International, L.P. Accordingly, Advent International GP, LLC, which is the general partner
of Advent International, L.P., has been added as a Reporting Person on this Schedule 13G.
|
(d)
|
Title of Class of Securities:
|
Common Stock, $0.001 par value per share ( “Common Stock”)
|
(e)
|
CUSIP Number:
|
84612U107
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
|
Item 4.
|
Ownership.
|
|
(a) -- (c)
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 33 of 42 Pages
|
|
Number of
Shares
Beneficially
Owned
|
Sole Voting
Power
|
Shared
Voting
Power
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power
|
Percentage
of
Common
Stock
Outstanding
|
||||||||||||
|
Advent International, L.P.
|
42,612,154
|
42,612,154
|
—
|
42,612,154
|
—
|
42.0%
|
|||||||||||
|
Advent International GP, LLC
|
42,612,154
|
42,612,154
|
—
|
42,612,154
|
—
|
42.0%
|
|||||||||||
|
Noosa GP, Inc.
|
14,453,293
|
14,453,293
|
—
|
14,453,293
|
—
|
14.2%
|
|||||||||||
|
Noosa Holdco, L.P.
|
14,453,293
|
14,453,293
|
—
|
14,453,293
|
—
|
14.2%
|
|||||||||||
|
Advent International GPE VIII, LLC
|
28,158,861
|
28,158,861
|
—
|
28,158,861
|
—
|
27.8%
|
|||||||||||
|
GPE VIII GP S.à.r.l.
|
19,619,193
|
19,619,193
|
—
|
19,619,193
|
—
|
19.3%
|
|||||||||||
|
Advent International GPE VIII Limited Partnership
|
1,556,444
|
1,556,444
|
—
|
1,556,444
|
—
|
1.5%
|
|||||||||||
|
Advent International GPE VIII-B-1 Limited Partnership
|
1,877,923
|
1,877,923
|
—
|
1,877,923
|
—
|
1.9%
|
|||||||||||
|
Advent International GPE VIII-B-2 Limited Partnership
|
1,400,175
|
1,400,175
|
—
|
1,400,175
|
—
|
1.4%
|
|||||||||||
|
Advent International GPE VIII-B-3 Limited Partnership
|
2,186,378
|
2,186,378
|
—
|
2,186,378
|
—
|
2.2%
|
|||||||||||
|
Advent International GPE VIII-B Limited Partnership
|
5,277,513
|
5,277,513
|
—
|
5,277,513
|
—
|
5.2%
|
|||||||||||
|
Advent International GPE VIII-C Limited Partnership
|
861,939
|
861,939
|
—
|
861,939
|
—
|
0.8%
|
|||||||||||
|
Advent International GPE VIII-D Limited Partnership
|
737,088
|
737,088
|
—
|
737,088
|
—
|
0.7%
|
|||||||||||
|
Advent International GPE VIII-F Limited Partnership
|
218,415
|
218,415
|
—
|
218,415
|
—
|
0.2%
|
|||||||||||
|
Advent International GPE VIII-H Limited Partnership
|
1,935,256
|
1,935,256
|
—
|
1,935,256
|
—
|
1.9%
|
|||||||||||
|
Advent International GPE VIII-I Limited Partnership
|
1,799,578
|
1,799,578
|
—
|
1,799,578
|
—
|
1.8%
|
|||||||||||
|
Advent International GPE VIII-J Limited Partnership
|
1,768,484
|
1,768,484
|
—
|
1,768,484
|
—
|
1.7%
|
|||||||||||
|
GPE VIII GP Limited Partnership
|
7,364,696
|
7,364,696
|
—
|
7,364,696
|
—
|
7.3%
|
|||||||||||
|
Advent International GPE VIII-A Limited Partnership
|
3,650,861
|
3,650,861
|
—
|
3,650,861
|
—
|
3.6%
|
|||||||||||
|
Advent International GPE VIII-E Limited Partnership
|
820,916
|
820,916
|
—
|
820,916
|
—
|
0.8%
|
|||||||||||
|
Advent International GPE VIII-G Limited Partnership
|
1,392,365
|
1,392,365
|
—
|
1,392,365
|
—
|
1.4%
|
|||||||||||
|
Advent International GPE VIII-K Limited Partnership
|
746,493
|
746,493
|
—
|
746,493
|
—
|
0.7%
|
|||||||||||
|
Advent International GPE VIII-L Limited Partnership
|
754,061
|
754,061
|
—
|
754,061
|
—
|
0.7%
|
|||||||||||
|
AP GPE VIII GP Limited Partnership
|
1,174,972
|
1,174,972
|
—
|
1,174,972
|
—
|
1.2%
|
|||||||||||
|
Advent Partners GPE VIII Limited Partnership
|
61,579
|
61,579
|
—
|
61,579
|
—
|
0.1%
|
|||||||||||
|
Advent Partners GPE VIII Cayman Limited Partnership
|
358,663
|
358,663
|
—
|
358,663
|
—
|
0.4%
|
|||||||||||
|
Advent Partners GPE VIII-A Limited Partnership
|
76,729
|
76,729
|
—
|
76,729
|
—
|
0.1%
|
|||||||||||
|
Advent Partners GPE VIII-A Cayman Limited Partnership
|
47,783
|
47,783
|
—
|
47,783
|
—
|
<0.1%
|
|||||||||||
|
Advent Partners GPE VIII-B Cayman Limited Partnership
|
630,218
|
630,218
|
—
|
630,218
|
—
|
0.6%
|
The foregoing excludes an aggregate of 2,148,625 shares of common stock of the Issuer that the Advent Funds may be entitled to receive upon the forfeiture of shares of restricted common stock currently held by certain directors and employees of
the Issuer pursuant to a pre-set formula set forth in the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, as amended.
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 34 of 42 Pages
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities,
check the following. ☐
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1).
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
|
Item 10.
|
Certification.
|
Not applicable.
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 35 of 42 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL, L.P.
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name:
|
Neil Crawford
|
|
|
Title:
|
Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GP, LLC
|
|
|
/s/ Neil Crawford
|
||
|
Name:
|
Neil Crawford | |
|
Title:
|
Vice President of Finance | |
|
Date: February 14, 2024
|
NOOSA HOLDCO, LP
|
|
|
By: NOOSA GP, INC., GENERAL PARTNER
|
||
|
/s/ David Roberts
|
||
|
Name:
|
David Roberts
|
|
|
Title:
|
President & Secretary
|
|
|
Date: February 14, 2024
|
NOOSA GP, INC.
|
|
|
/s/ David Roberts
|
||
|
Name:
|
David Roberts
|
|
|
Title:
|
President & Secretary
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP
|
||
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 36 of 42 Pages
|
|
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP
|
|
|
By: GPE VIII GP S.A.R.L., GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP
|
|
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP
|
|
|
By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 37 of 42 Pages
|
|
Date: February 14, 2024
|
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP
|
|
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
|
|
|
By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
GPE VIII GP S.A.R.L.
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
GPE VIII GP LIMITED PARTNERSHIP
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 38 of 42 Pages
|
|
AP GPE VIII GP LIMITED PARTNERSHIP
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII, LLC
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 39 of 42 Pages
|
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or
supplements thereto shall also be filed on behalf of each of them.
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL, L.P.
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
||
|
/s/ Neil Crawford
|
||
|
Name:
|
Neil Crawford
|
|
|
Title:
|
Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GP, LLC
|
|
|
/s/ Neil Crawford
|
||
|
Name:
|
Neil Crawford | |
|
Title:
|
Vice President of Finance | |
|
Date: February 14, 2024
|
NOOSA HOLDCO, LP
|
|
|
By: NOOSA GP, INC., GENERAL PARTNER
|
||
|
/s/ David Roberts
|
||
|
Name:
|
David Roberts
|
|
|
Title:
|
President & Secretary
|
|
|
Date: February 14, 2024
|
NOOSA GP, INC.
|
|
|
/s/ David Roberts
|
||
|
Name:
|
David Roberts
|
|
|
Title:
|
President & Secretary
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
|
||
|
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP
|
||
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 40 of 42 Pages
|
|
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP
|
|
|
By: GPE VIII GP S.A.R.L., GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP
|
|
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP
|
|
|
By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 41 of 42 Pages
|
|
Date: February 14, 2024
|
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP
|
|
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
|
|
|
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
|
|
|
By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
GPE VIII GP S.A.R.L.
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
GPE VIII GP LIMITED PARTNERSHIP
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
CUSIP No. 84612U107
|
SCHEDULE 13G
|
Page 42 of 42 Pages
|
|
AP GPE VIII GP LIMITED PARTNERSHIP
|
|
|
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|
|
|
Date: February 14, 2024
|
ADVENT INTERNATIONAL GPE VIII, LLC
|
|
By: ADVENT INTERNATIONAL, L.P., MANAGER
|
|
|
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Vice President of Finance
|