* |
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 disclosures provided in a prior cover page.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Global Furniture Holdings S.à r.l.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Luxembourg |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares of
Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Furniture Investments S.à r.l.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Luxembourg |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares of
Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Furniture Investments Management S.à r.l. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Luxembourg |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares of
Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Furniture Investments Acquisitions S.C.S. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Luxembourg |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares of
Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Investindustrial VII LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
England and Wales
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares of
Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Investindustrial Advisors Limited |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO, BK
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
England and Wales |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 shares of Common Stock |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 shares of Common Stock |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,099,402 shares of Common Stock (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
16.6% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
Represents 169,165 shares of Series A Preferred Stock initially convertible into 10,099,402 shares of Common Stock.
|
(2) |
Calculation based on 60,905,779 shares of Common Stock, which is equal to 50,806,377 shares of Common Stock outstanding as of February 26, 2021 plus 10,099,402 shares
of Common Stock into which the Series A Preferred Stock is convertible at the initial conversion price.
|
Item 5.
|
Interest in the Securities of the Issuer
|
Dated: April 29, 2021
|
|||
GLOBAL FURNITURE HOLDINGS S.À R.L.
|
|||
By:
|
/s/ Abdelkader Derrouiche
|
||
Name:
|
Abdelkader Derrouiche
|
||
Title:
|
Manager
|
||
FURNITURE INVESTMENTS S.À R.L.
|
|||
By:
|
/s/ Abdelkader Derrouiche
|
||
Name:
|
Abdelkader Derrouiche
|
||
Title:
|
Manager
|
||
FURNITURE INVESTMENTS MANAGEMENT S.À R.L.
|
|||
By:
|
/s/ Abdelkader Derrouiche
|
||
Name:
|
Abdelkader Derrouiche
|
||
Title:
|
Manager
|
||
FURNITURE INVESTMENTS ACQUISITIONS S.C.S.
|
|||
:
|
By
|
/s/ Abdelkader Derrouiche
|
|
Name:
|
Abdelkader Derrouiche
|
||
Title:
|
Manager
|
INVESTINDUSTRIAL VII LP | |||
Signed by Investindustrial Advisors Limited as its Investment Manager
|
|||
By:
|
/s/ Rajeev Menon
|
||
Name:
|
Rajeev Menon
|
||
Title:
|
Director
|
||
INVESTINDUSTRIAL ADVISORS LIMITED
|
|||
By:
|
/s/ Rajeev Menon
|
||
Name:
|
Rajeev Menon
|
||
Title:
|
Director
|