BC Partners Holdings Ltd - Jan 31, 2022 Form 4 Insider Report for Cyxtera Technologies, Inc. (CYXTQ)

Role: 10%+ Owner
Signature: BC Partners Holdings Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director
Stock symbol: CYXTQ
Transactions as of: Jan 31, 2022
Transactions value $: $37,500,000
Form type: 4
Date filed: 2/2/2022, 03:28 PM
Previous filing: Oct 22, 2021
Next filing: Mar 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CYXTQ	Class A Common Stock	Conversion of derivative security	$37.5M	+3.75M	+3.53%	$10.00^*	110M	Jan 31, 2022	By SIS Holdings LP	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CYXTQ	Optional Shares	Conversion of derivative security	$0	-3.75M	-100%	$0.00^*	0	Jan 31, 2022	Class A Common Stock	3.75M	$10.00	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	The option to purchase shares of Class A common stock at a price per share of $10.00 is exercisable by SIS Holdings LP at any time or from time to time during the six months following the day that is the first business day after the consummation of the business combination between Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc., which was consummated on July 29, 2021.
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 and Mark Rodliffe. 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, 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.