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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Green Equity Investors V, L.P. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 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) 03/27/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	03/27/2024		D(1)		31,165	D	$0	197,524(2)	I	See footnote.(2)
Common Stock, par value $0.01								11,680,206(3)(4)(5)(6)	D
Common Stock, par value $0.01								3,503,776(4)(5)(7)(8)	D
Common Stock, par value $0.01								150,024(4)(5)(9)(10)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$21.53							(11)	10/27/2024	Common Stock	10,132		10,132	I	See footnote.(12)
Stock Option (Right to Buy)	$17.28							(11)	08/03/2025	Common Stock	11,821		11,821	I	See footnote.(12)
Stock Option (Right to Buy)	$5.35							(11)	08/01/2026	Common Stock	30,675		30,675	I	See footnote.(12)
Stock Option (Right to Buy)	$4.1							(11)	09/12/2027	Common Stock	42,919		42,919	I	See footnote.(12)

1. Name and Address of Reporting Person* Green Equity Investors V, L.P. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCS Co-Invest, LLC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GEI Capital V, LLC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Leonard Green & Partners, L.P. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LGP MANAGEMENT INC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Green Equity Investors Side V, L.P. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PERIDOT COINVEST MANAGER LLC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LGP Associates V LLC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Green V Holdings, LLC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. When determining the number of shares subject to the restricted stock awards granted to the directors of the Issuer on August 30, 2023, including J. Kristofer Galashan, the Issuer inadvertently granted 31,165 shares of restricted stock (the "Excess Shares") in excess of the number to which the directors were entitled pursuant to the Issuer's plans and policies. On March 27, 2024, the directors forfeited the Excess Shares.

2. Represents shares of restricted common stock of the Issuer, par value $0.01 per share (the "Common Stock"), owned by Mr. Galashan and Jonathan D. Sokoloff. Mr. Galashan holds 110,957 shares of restricted Common Stock. Mr. Sokoloff previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP") and owns 86,567 shares, which are held for the benefit of LGP.

3. Represents shares of the Common Stock held directly by Green Equity Investors V, L.P. ("GEI V").

4. GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS Co-Invest, LLC ("TCS").

5. GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS.

6. Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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.

7. Represents shares of Common Stock held directly by GEI Side V.

8. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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.

9. Represents shares of Common Stock held directly by TCS.

10. Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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. The options reported on this row are fully vested.

12. The options reported on this row were granted to Mr. Galashan in respect of his service on the Issuer's board of directors for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.

Remarks:

Mr. J. Kristofer Galashan is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Galashan 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 a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Andrew C. Goldberg, attorney-in-fact	03/29/2024
	** Signature of Reporting Person	Date
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