0001209191-18-051158.txt : 20180914
0001209191-18-051158.hdr.sgml : 20180914
20180914215709
ACCESSION NUMBER: 0001209191-18-051158
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180912
FILED AS OF DATE: 20180914
DATE AS OF CHANGE: 20180914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors V, L.P.
CENTRAL INDEX KEY: 0001449644
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072263
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors Side V, L.P.
CENTRAL INDEX KEY: 0001449643
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072264
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCS Co-Invest, LLC
CENTRAL INDEX KEY: 0001590842
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072265
BUSINESS ADDRESS:
STREET 1: C/O LEONARD GREEN & PARTNERS
STREET 2: 11111 SANTA MONICA BLVD., SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: C/O LEONARD GREEN & PARTNERS
STREET 2: 11111 SANTA MONICA BLVD., SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEI Capital V, LLC
CENTRAL INDEX KEY: 0001449640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072266
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green V Holdings, LLC
CENTRAL INDEX KEY: 0001449645
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072267
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leonard Green & Partners, L.P.
CENTRAL INDEX KEY: 0001175523
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072268
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 213-229-7512
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
FORMER NAME:
FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP
DATE OF NAME CHANGE: 20020613
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP MANAGEMENT INC
CENTRAL INDEX KEY: 0001175525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072269
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD
STREET 2: STE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC
CENTRAL INDEX KEY: 0001632725
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072270
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Associates V LLC
CENTRAL INDEX KEY: 0001642447
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36161
FILM NUMBER: 181072271
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-654-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Container Store Group, Inc.
CENTRAL INDEX KEY: 0001411688
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700]
IRS NUMBER: 260565401
FISCAL YEAR END: 0228
BUSINESS ADDRESS:
STREET 1: 500 Freeport Parkway
CITY: Coppell
STATE: TX
ZIP: 75019
BUSINESS PHONE: 972-538-6000
MAIL ADDRESS:
STREET 1: 500 Freeport Parkway
CITY: Coppell
STATE: TX
ZIP: 75019
FORMER COMPANY:
FORMER CONFORMED NAME: TCS Holdings, Inc.
DATE OF NAME CHANGE: 20120611
FORMER COMPANY:
FORMER CONFORMED NAME: TCS Holdings
DATE OF NAME CHANGE: 20070906
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-09-12
0
0001411688
Container Store Group, Inc.
TCS
0001449644
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449643
Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001590842
TCS Co-Invest, LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449640
GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449645
Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175523
Leonard Green & Partners, L.P.
11111 SANTA MONICA BLVD
STE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175525
LGP MANAGEMENT INC
11111 SANTA MONICA BLVD
STE 2000
LOS ANGELES,
CA
90025
1
0
1
0
0001632725
PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD
LOS ANGELES,
CA
90025
1
0
1
0
0001642447
LGP Associates V LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
Common Stock, par value $0.01
20952262
D
Common Stock, par value $0.01
6285164
D
Common Stock, par value $0.01
269118
D
Common Stock, par value $0.01
2018-09-12
4
A
0
27474
0.00
A
27474
I
See footnote.
Stock Option (Right to Buy)
18.00
2023-10-31
Common Stock
40808
40808
I
See footnote.
Stock Option (Right to Buy)
21.53
2024-10-27
Common Stock
30396
30396
I
See footnote.
Stock Option (Right to Buy)
17.28
2025-08-03
Common Stock
35463
35463
I
See footnote.
Stock Option (Right to Buy)
5.35
2026-08-01
Common Stock
92025
92025
I
See footnote.
Stock Option (Right to Buy)
4.10
2027-09-12
Common Stock
128757
128757
I
See footnote.
Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V").
GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("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.
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.
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.
Represents shares of Common Stock held directly by GEI Side V.
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.
Represents shares of Common Stock held directly by TCS.
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.
Represents shares of Common Stock of the Issuer underlying restricted stock units awarded to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on September 12, 2018. The restricted stock units represent the right to receive shares of Common Stock and vest on the schedule reported in footnote 10, subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service with the Issuer.
Of the 27,474 shares of Common Stock reported, 9,159 will vest on September 12, 2019, 9,159 will vest on September 12, 2020, and 9,156 will vest on September 12, 2021.
Represents shares owned by Messrs. Sokoloff, Flynn, and Galashan, each of whom hold 9,158 shares of Common Stock.
The options reported on this row are fully vested.
The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff and Mr. Flynn each holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row, granted on August 1, 2016 (the "Grant Date"), shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on August 1, 2017; (ii) the second installment vested on August 1, 2018; and (iii) the third investment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Grant Date and (y) August 1, 2019.
The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row, granted on September 12, 2017 (the "Second Grant Date"), shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on September 11, 2018; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Second Grant Date and (y) September 12, 2019; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) September 12, 2020.
The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 42,919 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
GEI V may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of its right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of a securities purchase agreement dated as of August 15, 2007, as amended, by and among the Issuer, GEI V, GEI Side V, and TCS.
Andrew C. Goldberg, attorney-in-fact
2018-09-14