UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Sovos Brands, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
84612U107
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 84612U107 | SCHEDULE 13G | Page 2 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International Corporation | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
53,762,154 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
53,762,154 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,762,154 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
53.2% (1) | |||||
12. | TYPE OF REPORTING PERSON
CO |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 3 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Noosa GP, Inc. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
18,235,177 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
18,235,177 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,235,177 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
CO |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 4 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Noosa Holdco, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
18,235,177 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
18,235,177 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,235,177 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 5 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International VIII, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
35,526,977 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
35,526,977 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,526,977 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.2% (1) | |||||
12. | TYPE OF REPORTING PERSON
OO |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 6 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
GPE VIII GP S.à.r.l. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
24,752,801 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
24,752,801 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,752,801 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.5% (1) | |||||
12. | TYPE OF REPORTING PERSON
CO |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 7 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,963,707 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,963,707 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,963,707 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 8 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-1 Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,369,305 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
2,369,305 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,369,305 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 9 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-2 Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,766,548 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,766,548 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,766,548 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 10 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B-3 Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,758,471 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
2,758,471 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,758,471 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 11 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-B Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,658,444 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
6,658,444 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,658,444 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 12 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-C Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,087,476 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,087,476 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,087,476 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 13 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-D Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
929,956 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
929,956 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,956 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 14 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-F Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
275,565 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
275,565 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,565 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 15 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-H Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,441,639 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
2,441,639 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,441,639 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 16 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-I Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,270,460 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
2,270,460 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,270,460 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 17 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-J Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,231,230 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
2,231,230 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,230 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 18 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
GPE VIII GP Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
9,291,759 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
9,291,759 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,291,759 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 19 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-A Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,606,154 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
4,606,154 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,154 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 20 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-E Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,035,718 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,035,718 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,718 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 21 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-G Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,756,695 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,756,695 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,695 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 22 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-K Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
941,822 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
941,822 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,822 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 23 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent International GPE VIII-L Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
951,370 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
951,370 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,370 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 24 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
AP GPE VIII GP Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,482,417 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,482,417 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,417 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 25 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
77,692 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
77,692 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,692 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 26 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII Cayman Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
452,511 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
452,511 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,511 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 27 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-A Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
96,806 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
96,806 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,806 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 28 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-A Cayman Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
60,286 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
60,286 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,286 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 29 of 37 Pages |
1. |
NAMES OF REPORTING PERSONS
Advent Partners GPE VIII-B Cayman Limited Partnership | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
795,122 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
795,122 | |||||
8. | SHARED DISPOSITIVE POWER
0 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
795,122 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% (1) | |||||
12. | TYPE OF REPORTING PERSON
PN |
(1) | The percent of class was calculated based on 100,961,986 shares of Common Stock outstanding as of October 28, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 30 of 37 Pages |
Item 1. |
Issuer | |||
(a) |
Name of Issuer: | |||
Sovos Brands, Inc. (the Issuer) | ||||
(b) |
Address of Issuers Principal Executive Offices: | |||
168 Centennial Parkway, Suite 200 Louisville, CO 80027 | ||||
Item 2. |
Filing Person | |||
(a) (c) |
Name of Persons Filing; Address; Citizenship: |
|
(i) Advent International Corporation, a Delaware corporation;
(ii) Noosa GP, Inc., a Delaware corporation;
(iii) Noosa Holdco, L.P., a Delaware limited partnership;
(iv) Advent International GPE VIII, LLC, a Delaware limited liability company;
(v) GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
(vi) Advent International GPE VIII Limited Partnership, a Delaware limited partnership;
(vii) Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership;
(viii) Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership;
(ix) Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership;
(x) Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership;
(xi) Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership;
(xii) Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership;
(xiii) Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership;
(xiv) Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership;
(xv) Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership;
(xvi) Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (vi)-(xvi), the Advent VIII Luxembourg Funds);
(xvii) GPE VIII GP Limited Partnership, a Cayman Islands limited partnership;
(xviii) Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership;
(xix) Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership;
(xx) Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership;
(xxi) Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership;
(xxii) Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xviii)-(xxii), the Advent VIII Cayman Funds);
(xxiii) AP GPE VIII GP Limited Partnership, a Delaware limited partnership;
(xxiv) Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;
(xxv) Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership;
(xxvi) Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;
(xxvii) Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
(xxviii) Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxiv)-(xxviii), the Advent VIII Partners Funds and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the Advent VIII Funds).
|
Noosa LP is beneficially owned by the following funds: (a) Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership (the funds set forth in the foregoing clause (a), the Advent VII Luxembourg Funds); (b) Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (the funds set forth in the foregoing clause (b), the Advent VII Cayman Funds); and (c) Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Limited
CUSIP No. 84612U107 | SCHEDULE 13G | Page 31 of 37 Pages |
Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership and Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the funds set forth in the foregoing clause (c), the Advent VII Partners Funds and, together with the Advent VII Luxembourg Funds and the Advent VII Cayman Funds, the Advent VII Funds). The Advent VII Funds have ownership interests in Noosa LP and its general partner, Noosa GP, Inc., but none of the Advent VII Funds has voting or dispositive power over any shares.
GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership. GPE VII GP S.à.r.l. is the general partner of the Advent VII Luxembourg Funds. GPE VII GP Limited Partnership is the general partner of the Advent VII Cayman Funds. Advent International GPE VII, LLC is the manager of GPE VII GP S.à.r.l. and is the general partner of GPE VII GP Limited Partnership and each of the Advent VII Partners Funds.
Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds, and is the manager of Advent International GPE VII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VII Luxembourg Funds, the Advent VII Cayman Funds, the Advent VII Partners Funds and Noosa LP.
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
(d) | Title of Class of Securities: | |||||||||||||
Common Stock, $0.001 par value per share ( Common Stock) | ||||||||||||||
(e) | CUSIP Number:
84612U107 | |||||||||||||
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 32 of 37 Pages |
Item 4. | Ownership. | |||||||||||||
(a) (c) | Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Number of Shares Beneficially Owned |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Percentage of Common Stock Outstanding |
|||||||||||||||||||
Advent International Corporation |
53,762,154 | 53,762,154 | | 53,762,154 | | 53.2 | % | |||||||||||||||||
Noosa GP, Inc. |
18,235,177 | 18,235,177 | | 18,235,177 | | 18.1 | % | |||||||||||||||||
Noosa Holdco, L.P. |
18,235,177 | 18,235,177 | | 18,235,177 | | 18.1 | % | |||||||||||||||||
Advent International GPE VIII, LLC |
35,526,977 | 35,526,977 | | 35,526,977 | | 35.2 | % | |||||||||||||||||
GPE VIII GP S.à.r.l. |
24,752,801 | 24,752,801 | | 24,752,801 | | 24.5 | % | |||||||||||||||||
Advent International GPE VIII Limited Partnership |
1,963,707 | 1,963,707 | | 1,963,707 | | 1.9 | % | |||||||||||||||||
Advent International GPE VIII-B-1 Limited Partnership |
2,369,305 | 2,369,305 | | 2,369,305 | | 2.3 | % | |||||||||||||||||
Advent International GPE VIII-B-2 Limited Partnership |
1,766,548 | 1,766,548 | | 1,766,548 | | 1.7 | % | |||||||||||||||||
Advent International GPE VIII-B-3 Limited Partnership |
2,758,471 | 2,758,471 | | 2,758,471 | | 2.7 | % | |||||||||||||||||
Advent International GPE VIII-B Limited Partnership |
6,658,444 | 6,658,444 | | 6,658,444 | | 6.6 | % | |||||||||||||||||
Advent International GPE VIII-C Limited Partnership |
1,087,476 | 1,087,476 | | 1,087,476 | | 1.1 | % | |||||||||||||||||
Advent International GPE VIII-D Limited Partnership |
929,956 | 929,956 | | 929,956 | | 0.9 | % | |||||||||||||||||
Advent International GPE VIII-F Limited Partnership |
275,565 | 275,565 | | 275,565 | | 0.3 | % | |||||||||||||||||
Advent International GPE VIII-H Limited Partnership |
2,441,639 | 2,441,639 | | 2,441,639 | | 2.4 | % | |||||||||||||||||
Advent International GPE VIII-I Limited Partnership |
2,270,460 | 2,270,460 | | 2,270,460 | | 2.2 | % | |||||||||||||||||
Advent International GPE VIII-J Limited Partnership |
2,231,230 | 2,231,230 | | 2,231,230 | | 2.2 | % | |||||||||||||||||
GPE VIII GP Limited Partnership |
9,291,759 | 9,291,759 | | 9,291,759 | | 9.2 | % | |||||||||||||||||
Advent International GPE VIII-A Limited Partnership |
4,606,154 | 4,606,154 | | 4,606,154 | | 4.6 | % | |||||||||||||||||
Advent International GPE VIII-E Limited Partnership |
1,035,718 | 1,035,718 | | 1,035,718 | | 1.0 | % | |||||||||||||||||
Advent International GPE VIII-G Limited Partnership |
1,756,695 | 1,756,695 | | 1,756,695 | | 1.7 | % | |||||||||||||||||
Advent International GPE VIII-K Limited Partnership |
941,822 | 941,822 | | 941,822 | | 0.9 | % | |||||||||||||||||
Advent International GPE VIII-L Limited Partnership |
951,370 | 951,370 | | 951,370 | | 0.9 | % | |||||||||||||||||
AP GPE VIII GP Limited Partnership |
1,482,417 | 1,482,417 | | 1,482,417 | | 1.5 | % | |||||||||||||||||
Advent Partners GPE VIII Limited Partnership |
77,692 | 77,692 | | 77,692 | | 0.1 | % | |||||||||||||||||
Advent Partners GPE VIII Cayman Limited Partnership |
452,511 | 452,511 | | 452,511 | | 0.4 | % | |||||||||||||||||
Advent Partners GPE VIII-A Limited Partnership |
96,806 | 96,806 | | 96,806 | | 0.1 | % | |||||||||||||||||
Advent Partners GPE VIII-A Cayman Limited Partnership |
60,286 | 60,286 | | 60,286 | | 0.1 | % | |||||||||||||||||
Advent Partners GPE VIII-B Cayman Limited Partnership |
795,122 | 795,122 | | 795,122 | | 0.8 | % |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 33 of 37 Pages |
The foregoing excludes an aggregate of 2,155,329 shares of common stock of the Issuer that the Advent Funds may be entitled to receive upon the forfeiture of shares of restricted common stock currently held by certain directors and employees of the Issuer pursuant to a pre-set formula set forth in the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, as amended.
Item 5. |
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
Not applicable. | |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable. | |
Item 8. |
Identification and Classification of Members of the Group.
The Reporting Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1).. | |
Item 9. |
Notice of Dissolution of Group.
Not applicable. | |
Item 10. |
Certification.
Not applicable. |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 34 of 37 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023 | ADVENT INTERNATIONAL CORPORATION | |||||
/s/ Neil Crawford | ||||||
Name: | Neil Crawford | |||||
Title: | Vice President of Finance | |||||
Date: February 14, 2023 | NOOSA HOLDCO, LP | |||||
By: NOOSA GP, INC., GENERAL PARTNER | ||||||
/s/ David Roberts | ||||||
Name: | David Roberts | |||||
Title: | President & Secretary | |||||
Date: February 14, 2023 | NOOSA GP, INC. | |||||
/s/ David Roberts | ||||||
Name: | David Roberts | |||||
Title: | President & Secretary | |||||
Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP | |||||
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 35 of 37 Pages |
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP | ||||||
By: GPE VIII GP S.A.R.L., GENERAL PARTNER | ||||||
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER | ||||||
/s/ Justin Nuccio | ||||||
Name: Justin Nuccio | ||||||
Title: Manager | ||||||
By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance | ||||||
Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP | |||||
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP | ||||||
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP | ||||||
By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER | ||||||
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | ||||||
By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 36 of 37 Pages |
Date: February 14, 2023 | ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
By: ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance | ||||||
Date: February 14, 2023 | GPE VIII GP S.A.R.L. | |||||
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER | ||||||
/s/ Justin Nuccio | ||||||
Name: Justin Nuccio | ||||||
Title: Manager | ||||||
By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance | ||||||
Date: February 14, 2023 | GPE VIII GP LIMITED PARTNERSHIP | |||||
By: ADVENT INTERNATIONAL GPE VIII, LLC, | ||||||
GENERAL PARTNER | ||||||
By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance |
CUSIP No. 84612U107 | SCHEDULE 13G | Page 37 of 37 Pages |
AP GPE VIII GP LIMITED PARTNERSHIP
By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford Title: Vice President of Finance | ||||||
Date: February 14, 2023 | ADVENT INTERNATIONAL GPE VIII, LLC | |||||
By: ADVENT INTERNATIONAL CORPORATION, MANAGER | ||||||
/s/ Neil Crawford | ||||||
Name: Neil Crawford | ||||||
Title: Vice President of Finance |