0001209191-20-052381.txt : 20200929
0001209191-20-052381.hdr.sgml : 20200929
20200929185338
ACCESSION NUMBER: 0001209191-20-052381
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200925
FILED AS OF DATE: 20200929
DATE AS OF CHANGE: 20200929
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors VI, L.P.
CENTRAL INDEX KEY: 0001531051
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210159
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: GEI Capital VI, LLC
CENTRAL INDEX KEY: 0001632071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210160
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 VI, L.P.
CENTRAL INDEX KEY: 0001531059
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210161
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 VI Holdings, LLC
CENTRAL INDEX KEY: 0001632074
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210162
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: 001-32349
FILM NUMBER: 201210163
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 Associates VI-A LLC
CENTRAL INDEX KEY: 0001568921
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210164
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: LGP Associates VI-B LLC
CENTRAL INDEX KEY: 0001568923
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32349
FILM NUMBER: 201210165
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: 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: 001-32349
FILM NUMBER: 201210166
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: 001-32349
FILM NUMBER: 201210167
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
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SIGNET JEWELERS LTD
CENTRAL INDEX KEY: 0000832988
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944]
IRS NUMBER: 000000000
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM11
BUSINESS PHONE: 44-207-317-9700
MAIL ADDRESS:
STREET 1: C/O 15 GOLDEN SQUARE
CITY: LONDON
STATE: X0
ZIP: W1F9JG
FORMER COMPANY:
FORMER CONFORMED NAME: SIGNET GROUP PLC
DATE OF NAME CHANGE: 19931213
FORMER COMPANY:
FORMER CONFORMED NAME: RATNERS GROUP PLC
DATE OF NAME CHANGE: 19931213
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-09-25
0
0000832988
SIGNET JEWELERS LTD
SIG
0001531051
Green Equity Investors VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632071
GEI Capital VI, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001531059
Green Equity Investors Side VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001632074
Green VI 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
0001568921
LGP Associates VI-A LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001568923
LGP Associates VI-B LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001175525
LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD
SUITE 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
Common Shares, par value $0.18
2020-09-25
4
A
0
729
0.00
A
29556
I
See footnote.
Series A Convertible Preference Shares
81.7682
Common Shares
4798519
4798519
D
Series A Convertible Preference Shares
81.7682
Common Shares
2859916
2859916
D
Series A Convertible Preference Shares
81.7682
Common Shares
5820
5820
D
Series A Convertible Preference Shares
81.7682
Common Shares
74852
74852
D
Represents shares of Common Stock of the Issuer ("Common Shares") granted to Mr. Jonathan A. Seiffer in lieu of his quarterly board retainer fees that were temporarily reduced in response to the ongoing financial impact of the COVID-19 pandemic. Such Common Shares were issued in accordance with the Signet Jewelers Limited 2018 Omnibus Incentive Plan and were fully vested on the date of issuance. The Common Shares are held for the benefit of Leonard, Green & Partners, L.P. ("LGP").
Of the 29,556 Common Shares reported, 15,193 are owned by Mr. Seiffer and held for the benefit of LGP (and includes 5,952 restricted stock units which are subject to certain vesting and forfeiture provisions), and 14,363 are owned by Mr. Jonathan D. Sokoloff, a partner of LGP, and held for the benefit of LGP.
Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
The Series A Preference Shares have a stated value of $1,012.50 per share and are convertible into Common Shares of the issuer at a current conversion price of $81.7682 per share at a conversion ratio of 12.2297 Common Shares per Series A Preference Share. The conversion ratio is subject to certain anti-dilution and other adjustments and is subject to change. Since the acquisition of the Series A Preference Shares, the conversion rate has been adjusted as a result of these anti-dilution adjustments.
Immediately.
The Series A Preference Shares do not have an expiration date.
Represents Series A Preference Shares, as converted, owned by Green Equity Investors VI, L.P. ("GEI VI"). GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,798,519 Common Shares.
GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. LGP is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the Series A Preference Shares and underlying Common Shares held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
Each of GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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 Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,859,916 Common Shares.
Each of GEI VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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 Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 5,820 Common Shares.
Each of GEI VI, GEI Side VI, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-A, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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 Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 74,852 Common Shares.
Each of GEI VI, GEI Side VI, Associates VI-A, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-B, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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.
Mr. Jonathan A. Seiffer is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Mr. Seiffer may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Andrew C. Goldberg, attorney-in-fact
2020-09-29