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^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2020

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)
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)
Ordinary Shares	05/13/2020		P		81,500	A	$8.85⁽¹²⁾	2,112,708	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares	05/14/2020		P		81,500	A	$8.63⁽¹³⁾	2,194,208	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares	05/15/2020		P		81,500	A	$8.68⁽¹⁴⁾	2,275,708	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								112,216,475⁽¹⁾	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								108,509,467⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								371,540⁽¹⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares								22,887,900⁽¹⁾	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾

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)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BTO GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These Ordinary Shares may be evidenced by Depositary Receipts.

2. Reflects securities held directly by Omaha Aggregator (Cayman) L.P.

3. Reflects securities held directly by Blackstone Capital Partners (Cayman) VI L.P.

4. Reflects securities held directly by Blackstone GTS Co-Invest L.P.

5. Reflects securities held directly by Blackstone Family Investment Partnership (Cayman) VI-ESC L.P.

6. The general partner of each of Omaha Aggregator (Cayman) L.P., Blackstone Capital Partners (Cayman) VI L.P. and Blackstone GTS Co-Invest L.P. is Blackstone Management Associates (Cayman) VI L.P. The general partners of each of Blackstone Management Associates (Cayman) VI L.P. and Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. are BCP VI GP L.L.C. and Blackstone LR Associates (Cayman) VI Ltd.

7. Reflects securities held directly by BTO Omaha Holdings L.P. The general partner of BTO Omaha Holdings L.P. is BTO Omaha Manager L.L.C. The managing member of BTO Omaha Manager L.L.C. is Blackstone Tactical Opportunities Management Associates (Cayman) L.P. The general partners of Blackstone Tactical Opportunities Management Associates (Cayman) L.P. are BTO GP L.L.C. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.

8. Blackstone Holdings III L.P. is the sole member of each of BCP VI GP L.L.C. and BTO GP L.L.C. and the controlling shareholder of each of Blackstone LR Associates (Cayman) VI Ltd. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

9. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

10. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

11. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.69 to $9.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price in the ranges set forth in footnotes 12 through 14 to this Form 4.

13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.15 to $9.00, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.42 to $8.87, inclusive.

Remarks:

	BTO GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	BLACKSTONE TACTICAL OPPORTUNITIES LR ASSOCIATES (CAYMAN) LTD., By: Blackstone Capital Holdings Director, L.L.C., its director, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	05/15/2020
	/s/ Stephen A. Schwarzman	05/15/2020
	** 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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