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*
WB Atlas LLC

(Last) (First) (Middle)
6TH FL., SEOUL FINANCE CENTER,
136, SEJONG-DAERO, JUNG-GU

(Street)
SEOUL M5 04520

(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)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
7.5% convertible notes due 2021(2) (2) (2) Common Stock 4,149,711 (2) I See Footnotes(1)(3)(4)
Series A 7.5% redeemable convertible preferred stock(2) (2) (2) Common Stock 2,074,851 (2) I See Footnotes(1)(3)(4)
1. Name and Address of Reporting Person*
WB Atlas LLC

(Last) (First) (Middle)
6TH FL., SEOUL FINANCE CENTER,
136, SEJONG-DAERO, JUNG-GU

(Street)
SEOUL M5 04520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
10% Group
1. Name and Address of Reporting Person*
Woori-Blackstone Korea Opportunity Private Equity Fund 1

(Last) (First) (Middle)
6TH FL., SEOUL FINANCE CENTER,
136, SEJONG-DAERO, JUNG-GU

(Street)
SEOUL M5 04520

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
10% Group
Explanation of Responses:
1. Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Voting and investment decisions over the shares of common stock of Acushnet owned by WB Atlas LLC are made by the investment committees of Woori-Blackstone Korea Opportunity Private Equity Fund 1, which is jointly managed by Woori Private Equity Co., Ltd. and Blackstone Korea Advisors Limited as general partners. Such committees disclaim beneficial ownership of such 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 WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. 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. WB Atlas, LLC 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 Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC as reported in this Form 3 does not include the holdings of the other parties to the Group. Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.
WB ATLAS LLC By: /s/ Ok Joung Kim, CEO 10/27/2016
WOORI-BLACKSTONE KOREA OPPORTUNITY PRIVATE EQUITY FUND 1 WOORI PRIVATE EQUITY CO., LTD., its general partner By: /s/ Ok Joung Kim, Representative Director and CEO 10/27/2016
BLACKSTONE KOREA ADVISORS LIMITED, its general partner By: /s/ Jan Nielson, 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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