SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Neoplux No. 1 Private Equity Fund

(Last)

(First)

(Middle)

C/O NEOPLUX CO. LTD., 18F, GLASS TOWER

BLDG., 534 TEHERAN-RO, GANGNAM-GU

(Street)

SEOUL

06181

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2016

3. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
7.5% convertible notes due 2021⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	1,383,237	⁽²⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Series A 7.5% redeemable convertible preferred stock⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	754,488	⁽²⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Neoplux No. 1 Private Equity, an affiliate of Neoplux Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity are made by the Investment Committee of Neoplux No. 1 Private Equity. The Investment Committee of Neoplux No. 1 Private Equity consists of four members: Mr. Lee, Sangha, Mr. Kim, Donghwan, Mr. Min, Kyungmin and Ms. Park, Jiyoung. These individuals may be deemed to beneficially own the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity. Such persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

2. Represents 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A 7.5% redeemable convertible preferred stock (the "Convertible Preferred Stock") owned by Neoplux No. 1 Private Equity. Both the Convertible Notes and Convertible Preferred Stock are currently convertible into shares of common stock of Acushnet and will automatically convert into shares of common stock of Acushnet prior to the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016. The Convertible Notes are convertible into a number of shares of common stock of Acushnet calculated by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock is convertible on a one share of Convertible Preferred Stock for nine shares of common stock basis.

3. Neoplux No. 1 Private Equity has entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016 by and among Odin 3, LLC, Odin 4, LLC, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC, Woori-Blackstone Korea Opportunity Private Equity Fund 1 and Neoplux No. 1 Private Equity may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet.

4. The amount of Acushnet's securities held by Neoplux No. 1 Private Equity as reported in this Form 3 does not include the holdings of the other parties to the Group. Neoplux No. 1 Private Equity disclaims any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.

	NEOPLUX NO. 1 PRIVATE EQUITY By: /s/ Sang-Ha Lee, CEO	10/27/2016
	** 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 5 (b)(v).
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