Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-037143
Date:2020-06-12
Issuer: SIGNET JEWELERS LTD (SIG)
Original Submission Date:

Reporting Person:

GREEN EQUITY INVESTORS VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GEI CAPITAL VI, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GREEN EQUITY INVESTORS SIDE VI, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GREEN VI HOLDINGS, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LEONARD GREEN & PARTNERS, L.P.
11111 SANTA MONICA BLVD
STE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP ASSOCIATES VI-A LLC
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP ASSOCIATES VI-B LLC
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD
LOS ANGELES,, CA 90025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON SHARES, PAR VALUE $0.18 2020-06-12 A 5,952 a $0.00 26,902 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A CONVERTIBLE PREFERENCE SHARES 81.7682 2020-06-12 deemed execution date 0 ( ) common shares 4,798,519 $81.77 4,798,519 direct
SERIES A CONVERTIBLE PREFERENCE SHARES 81.7682 2020-06-12 deemed execution date 0 ( ) common shares 2,859,916 $81.77 2,859,916 direct
SERIES A CONVERTIBLE PREFERENCE SHARES 81.7682 2020-06-12 deemed execution date 0 ( ) common shares 5,820 $81.77 5,820 direct
SERIES A CONVERTIBLE PREFERENCE SHARES 81.7682 2020-06-12 deemed execution date 0 ( ) common shares 74,852 $81.77 74,852 direct
Footnotes
IDfootnote
f1 represents shares of common stock of the issuer ("common shares") underlying restricted stock units awarded to mr. jonathan a. seiffer on june 12, 2020 as compensation for his service on the issuer's board of directors which vest on the first anniversary of the grant date and are held by mr. seiffer for the benefit of leonard green & partners, l.p. ("lgp").
f2 of the 26,902 common shares reported, 13,396 are owned by mr. seiffer and held for the benefit of lgp, and 13,506 are owned by mr. jonathan d. sokoloff, a partner of lgp, and held for the benefit of lgp.
f3 series a convertible preference shares, par value $0.01 per share ("series a preference shares").
f4 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.
f5 immediately.
f6 the series a preference shares do not have an expiration date.
f7 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.
f8 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.
f9 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.
f10 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.
f11 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.
f12 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.
f13 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.
f14 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.
f15 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.
f16 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.
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