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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/02/2018 |
3. Issuer Name and Ticker or Trading Symbol
PLANTRONICS INC /CA/ [ PLT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 6,352,201 | D(1)(2)(3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
Explanation of Responses: |
1. 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"); |
2. (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"). |
3. 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. |
4. (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. |
5. 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. |
6. 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. |
Remarks: |
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 | 07/06/2018 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |