BC Partners Holdings Ltd - Jul 29, 2021 Form 3 Insider Report for Cyxtera Technologies, Inc. (CYXTQ)

Role
10%+ Owner
Signature
BC Partners Holdings Limited, By: /s/ Mark Rodliffe, Name: Mark Rodliffe, Title: Director
Stock symbol
CYXTQ
Transactions as of
Jul 29, 2021
Transactions value $
$0
Form type
3
Date filed
8/9/2021, 09:57 PM
Next filing
Oct 22, 2021
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CYXTQ Class A Common Stock 106M Jul 29, 2021 By SIS Holdings LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the business combination of Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc. ("Legacy Cyxtera"), all of the outstanding common stock of Legacy Cyxtera, which was held 100% by SIS Holdings LP, was converted into the right to receive 106,100,000 shares of Class A common stock of the Issuer.
F2 The general partner of SIS Holdings LP is SIS Holdings GP, LLC ("SIS GP"). SIS GP is managed by a board of directors, a majority of which is appointed by BCEC Cyxtera Technologies Holdings (Guernsey) L.P. (the "BC Stockholder"). The general partners of the BC Stockholder are CIE Management IX Limited and BCEC Management X Limited, which are controlled by the board of directors, which are appointed by BC Partners Group Holdings Limited, which is a majority-owned subsidiary of BC Partners Holdings Limited, which is controlled by Lee Clark, Karen Jamieson, Mark Rodliffe and Nikos Stathopoulos. As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares held directly by SIS Holdings LP, but disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
F3 Pursuant to a Stockholder Matters Agreement, dated as of July 30, 2021, Medina Capital Fund II- SIS Holdco, L.P. (the "Medina Stockholder") maintains a negative consent right over the disposition of the securities held by SIS Holdings LP. Medina Capital Fund II - SIS Holdco GP, LLC ("Medina GP") is the general partner of the Medina Stockholder. Manuel D. Medina ultimately controls Medina GP. As such, the each of the Medina Stockholder, Medina GP and Mr. Medina may be deemed to share beneficial ownership over the securities held directly by SIS Holdings LP. Each of Mr. Medina and the foregoing entities disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.