SC 13G

Names of Reporting Persons

Bubbles Investor Aggregator, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

United States

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

LESLIE’S, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

527064109

(CUSIP Number)

February 16, 2021

(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 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.

The information required on 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. 527064109

(1)

All calculations of percentage ownership herein are based on a total of 186,873,341 shares of Common Stock (as defined below) issued and outstanding as of February 5, 2021, as reported by the Issuer (as defined below) on its Report on Form 10-Q for the quarterly period ended January 2, 2021, filed with the United States Securities and Exchange Commission on February 8, 2021 (the “Quarterly Report”). As of the date of filing, the Reporting Persons beneficially owned 56,984,873 shares of Common Stock, representing 30.5% of the total issued and outstanding Common Stock.

CUSIP No. 527064109

(1)

All calculations of percentage ownership herein are based on a total of 186,873,341 shares of Common Stock issued and outstanding as of February 5, 2021, as reported by the Issuer on its Quarterly Report. As of the date of filing, the Reporting Persons beneficially owned 56,984,873 shares of Common Stock, representing 30.5% of the total issued and outstanding Common Stock.

CUSIP No. 527064109

(1)

Item 1(a).

Name of Issuer

Leslie’s, Inc. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

2005 East Indian School Road

Phoenix, Arizona 85016

Item 2(a).

Names of Persons Filing

Bubbles Investor Aggregator L.P., J. Michael Chu and Scott A. Dahnke (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

599 West Putnam Avenue

Greenwich, Connecticut 06830

Item 2(c).

Citizenship

Please refer to Item 4 on each cover sheet for each Reporting Person.

Item 2(d).

Title of Class of Securities

Common stock of the Issuer, $0.001 par value per share (the “Common Stock”)

Item 2(e).

CUSIP Number

CUSIP No. 527064109.

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:


☐	(a)	Broker or Dealer registered under Section 15 of the Exchange Act.

☐	(b)	Bank as defined in Section 3(a)(b) or the Exchange Act.

☐	(c)	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

☐	(d)	Investment company registered under Section 8 of the Investment Company Act.

☐	(e)	An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

☐	(f)	An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

☐	(g)	A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

☐	(h)	A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐	(i)	A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

☐	(j)	Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). Not applicable

Item 4.

Ownership

The responses to Items 5-19 and 11 of the cover pages of this Schedule 13G are incorporated herein by reference.

Bubbles Investor Aggregator, L.P. directly held 74,878,363 shares of Common Stock, representing 40.1% of the total issued and outstanding Common Stock as of December 31, 2020, and directly holds 56,984,873 shares of Common Stock, representing 30.5% of the total issued and outstanding Common Stock. C8 Management, L.L.C. is the general partner of Bubbles Investor Aggregator, L.P. and the management of C8 Management, L.L.C. is controlled by its managing board. J. Michael Chu and Scott A. Dahnke are the members of the managing board of C8 Management, L.L.C. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with Catterton Management Company, L.L.C., but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

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

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

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 16, 2021


Bubbles Investor Aggregator, L.P. By: C8 Management, L.L.C Its: General Partner

/s/ Marc Magliacano		02/16/2021
Marc Magliacano as Authorized Person
/s/ Scott A. Dahnke		02/16/2021
Scott A. Dahnke /s/ J. Michael Chu		02/16/2021
J. Michael Chu

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common stock, $0.001 par value per share, of Leslie’s, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.


Bubbles Investor Aggregator, L.P. By: C8 Management, L.L.C Its: General Partner

/s/ Marc Magliacano		02/16/2021
Marc Magliacano as Authorized Person

/s/ Scott A. Dahnke		02/16/2021
Scott A. Dahnke

/s/ J. Michael Chu		02/16/2021
J. Michael Chu