SEC FORM 4

SEC Form 4

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^*

SOKOLOFF JONATHAN D

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Container Store Group, Inc. [ TCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	11/10/2020		S		185,059⁽¹⁾	D	$10.3⁽²⁾	26,711,131⁽³⁾	I	See footnote.⁽⁴⁾
Common Stock, par value $0.01	11/11/2020		S		149,226⁽⁵⁾	D	$10.15⁽⁶⁾	26,561,905⁽⁷⁾	I	See footnote.⁽⁴⁾
Common Stock, par value $0.01	11/12/2020		S		152,367⁽⁸⁾	D	$10.07⁽⁹⁾	26,409,538⁽¹⁰⁾	I	See footnote⁽⁴⁾
Common Stock, par value $0.01								56,138⁽¹¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18							⁽¹²⁾	10/31/2023	Common Stock	13,603		13,603⁽¹³⁾	D
Stock Option (Right to Buy)	$21.53							⁽¹²⁾	10/27/2024	Common Stock	10,132		10,132⁽¹³⁾	D
Stock Option (Right to Buy)	$17.28							⁽¹²⁾	08/03/2025	Common Stock	11,821		11,821⁽¹³⁾	D
Stock Option (Right to Buy)	$5.35							⁽¹²⁾	08/01/2026	Common Stock	30,675		30,675⁽¹³⁾	D
Stock Option (Right to Buy)	$4.1							⁽¹²⁾	09/12/2027	Common Stock	42,919		42,919⁽¹³⁾	D

Explanation of Responses:

1. Represents shares of Common Stock, par value $0.01 per share (the "Common Stock") sold by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and TCS Co-Invest, LLC ("TCS"). Of the shares of Common Stock sold, 140,963 were sold by GEI V, 42,285 were sold by GEI Side V, and 1,811 were sold by TCS.

2. This transaction was executed in multiple trades at prices ranging from $10.10 to $10.525. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.

3. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 20,346,380 are owned by GEI V, 6,103,415 are owned by GEI Side V, and 261,336 are owned by TCS.

4. Mr. Sokoloff 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 the shares owned by GEI V, GEI Side V, and TCS. Mr. Sokoloff disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 113,668 were sold by GEI V, 34,098 were sold by GEI Side V, and 1,460 were sold by TCS.

6. This transaction was executed in multiple trades at prices ranging from $10.05 to $10.325. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.

7. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 20,232,712 are owned by GEI V, 6,069,317 are owned by GEI Side V, and 259,876 are owned by TCS.

8. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 116,061 were sold by GEI V, 34,815 were sold by GEI Side V, and 1,491 were sold by TCS.

9. This transaction was executed in multiple trades at prices ranging from $9.98 to $10.385. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.

10. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock Reported 20,116,651 are owned by GEI V, 6,034,502 are owned by GEI Side V, and 258,385 are owned by TCS.

11. Represents shares of restricted Common Stock awarded to the reporting person as compensation for services as a member of the Issuer's Board of Directors.

12. The options on this row are fully vested.

13. The options reported on this row are held by Mr. Sokoloff for the benefit of LGP. Mr. Sokoloff disclaims beneficial ownership of these securities.

Remarks:

	/s/ Andrew C. Goldberg, attorney-in-fact	11/12/2020
	** 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).
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