0000903423-16-001246.txt : 20160902 0000903423-16-001246.hdr.sgml : 20160902 20160902163529 ACCESSION NUMBER: 0000903423-16-001246 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160726 FILED AS OF DATE: 20160902 DATE AS OF CHANGE: 20160902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 297-0700 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: WL Ross Holding Corp. DATE OF NAME CHANGE: 20140401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161869072 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161869073 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161869074 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161869075 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 tpgsbsnexeo4.xml OWNERSHIP DOCUMENT X0306 4 2016-07-26 0 0001604416 Nexeo Solutions, Inc. NXEO 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 1 0 Common Stock 2016-07-26 4 J 0 47500 0 D 31180344 I See explanation of responses Common Stock 2016-07-26 4 J 0 17500 0 D 31162844 I See explanation of responses Common Stock 2016-07-26 4 J 0 17500 0 D 31145344 I See explanation of responses Common Stock 2016-07-26 4 J 0 17500 0 D 31127844 I See explanation of responses Shares of Common Stock ("Common Stock") of Nexeo Solutions, Inc. (the "Issuer") awarded as restricted stock to Ronald J. LaBuschewsky. Shares of Common Stock awarded as restricted stock to Kristina Smith. Shares of Common Stock awarded as restricted stock to Mike Willman. Shares of Common Stock awarded as restricted stock to Lindsay Germano. David Bonderman and James G. Coulter are sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"), which directly holds 1,791,182 shares of Common Stock. TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), which directly holds 12,926,291 shares of Common Stock, (ii) TPG VI Neon II, L.P. ("TPG Neon II"), which directly holds 16,294,874 shares of Common Stock, and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds"), which directly holds 115,497 shares of Common Stock. Of the 31,127,844 shares of Common Stock held in the aggregate by the TPG Funds, 3,554,240 constitute "founder shares" (the "Founder Shares") that the Issuer's sponsor received at the time of the Issuer's initial public offering. The Founder Shares are subject to, among other conditions and restrictions, forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Common Stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (10) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (11) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (10) 2016-09-02 /s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (10) 2016-09-02 /s/ Clive Bode on behalf of David Bonderman (10)(11) 2016-09-02 /s/ Clive Bode on behalf of James G. Coulter (10)(11) 2016-09-02