0001104659-18-044178.txt : 20180706 0001104659-18-044178.hdr.sgml : 20180706 20180706171017 ACCESSION NUMBER: 0001104659-18-044178 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180702 FILED AS OF DATE: 20180706 DATE AS OF CHANGE: 20180706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Triangle Private Holdings II, LLC CENTRAL INDEX KEY: 0001736996 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12696 FILM NUMBER: 18942998 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLANTRONICS INC /CA/ CENTRAL INDEX KEY: 0000914025 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770207692 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 BUSINESS ADDRESS: STREET 1: 345 ENCINAL ST CITY: SANTA CRUZ STATE: CA ZIP: 95061-1802 BUSINESS PHONE: 8314587828 MAIL ADDRESS: STREET 1: 345 ENCINAL STREET STREET 2: PO BOX 1802 CITY: SANTA CRUZ STATE: CA ZIP: 95061-1802 FORMER COMPANY: FORMER CONFORMED NAME: PI PARENT CORP DATE OF NAME CHANGE: 19931025 3 1 a3.xml 3 X0206 3 2018-07-02 0 0000914025 PLANTRONICS INC /CA/ PLT 0001736996 Triangle Private Holdings II, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 1 See Remarks COMMON STOCK 6352201 D Reflects securities directly held by Triangle Private Holdings II, LLC, a Delaware limited liability company ("Triangle Holdings II"). This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Triangle Holdings II; (ii) Triangle Private Holdings I, LLC, a Delaware limited liability company ("Triangle Holdings I"); (iii) Triangle Private Investments, LLC, a Delaware limited liability company ("Triangle Parent"); (iv) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (v) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (vi) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vii) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (viii) Siris Capital Group III, L.P., a Delaware limited partnership ("Siris Fund III Advisor"); (Continued from Footnote 1) (ix) Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"); (x) Siris Advisor HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III Advisor HoldCo"); and (xi) Siris Advisor HoldCo, LLC, a Delaware limited liability company ("Siris Advisor HoldCo"). Triangle Holdings II is controlled by its sole member, Triangle Holdings I. Triangle Holdings I is controlled by its sole member, Triangle Parent. Triangle Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Fund III Advisor HoldCo. Siris Capital Group is controlled by its managing member, Siris Advisor HoldCo. (Continued from Footnote 3) Each of Siris Fund III GP HoldCo, Siris Fund III Advisor HoldCo and Siris Advisor HoldCo is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose. Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. This Report on Form 3 is the first of two reports relating to the same transactions. Two separate reports were filed as a result of the 10-reporting person limitation in the EDGAR filing system. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of Triangle Holdings II's contractual right to nominate directors to the Issuer's board of directors (the "Board"). Frank Baker and Daniel Moloney, each of whom was designated by Triangle Holdings II, currently serve on the Board. As a result, the "Director" box is marked in Item 5 of this Form 3. See Exhibit 99.1 2018-07-06 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

 

Signatures of Reporting Persons

 

This Statement on Form 3 is filed by the Reporting Persons listed below.

 

July 6, 2018

 

 

TRIANGLE PRIVATE HOLDINGS II, LLC

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Chairman

 

 

 

TRIANGLE PRIVATE HOLDINGS I, LLC

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Chairman

 

 

 

TRIANGLE PRIVATE INVESTMENTS, LLC

 

 

 

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Chairman

 

 

 

SIRIS PARTNERS III, L.P.

SIRIS PARTNERS III PARALLEL, L.P.

 

By:

Siris Partners GP III, L.P., its general partner

 

By:

Siris GP HoldCo III, LLC, its general partner

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 


 

 

SIRIS PARTNERS GP III, L.P.

 

By:

Siris GP HoldCo III, LLC, its general partner

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 

 

 

 

 

SIRIS GP HOLDCO III, LLC

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 

 

 

 

 

SIRIS CAPITAL GROUP III, L.P.

 

By:

Siris Advisor HoldCo III, LLC, its general partner

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 

 

 

 

 

SIRIS CAPITAL GROUP, LLC

 

By:

Siris Advisor HoldCo, LLC, its managing member

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 

 

 

 

 

SIRIS ADVISOR HOLDCO III, LLC

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member

 

 

 

 

 

SIRIS ADVISOR HOLDCO, LLC

 

 

 

 

By:

/s/ Peter Berger

 

Name:

Peter Berger

 

Title:

Managing Member