Kenneth Hanau - Jul 5, 2023 Form 4 Insider Report for Diversey Holdings, Ltd. (DSEY)

Role: Director, 10%+ Owner
Signature: /s/ Kenneth Hanau
Stock symbol: DSEY
Transactions as of: Jul 5, 2023
Transactions value $: -$810,495,774
Form type: 4
Date filed: 7/6/2023, 04:16 PM
Previous filing: Apr 28, 2022
Next filing: Oct 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DSEY	Ordinary Shares, $0.0001 par value	Other		-133M	-56.26%		103M	Jul 5, 2023	See footnote	F1, F2
transaction	DSEY	Ordinary Shares, $0.0001 par value	Disposed to Issuer	-$810M	-103M	-100%	$7.84	0	Jul 5, 2023	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kenneth Hanau is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Consists of Ordinary Shares held directly by BCPE Diamond Investor, LP ("BCPE Diamond Investor"). Bain Capital Investors, LLC ("BCI") is the ultimate general partner of BCPE Diamond Investor. Mr. Hanau is a Partner of BCI. By virtue of the relationships described in this footnote, Mr. Hanau may be deemed to share voting and dispositive power with respect to the Ordinary Shares held by BCPE Diamond Investor. Mr. Hanau disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2	Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2023, by and among the Issuer, Olympus Water Holdings IV, L.P. ("Parent"), acting by its general partner, Olympus Water Holdings Limited and Diamond Merger Limited, the reported securities were disposed of, with 103,379,563 Ordinary Shares cancelled and exchanged into the right to receive $7.84 in cash and 132,970,571 Ordinary Shares contributed to Olympus Water Holdings I, L.P. ("Topco"), an affiliate of Parent, in exchange for certain common and preferred shares of Solenis Holdings Limited pursuant to the Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor and Topco.

Content

Consists of Ordinary Shares held directly by BCPE Diamond Investor, LP ("BCPE Diamond Investor"). Bain Capital Investors, LLC ("BCI") is the ultimate general partner of BCPE Diamond Investor. Mr. Hanau is a Partner of BCI. By virtue of the relationships described in this footnote, Mr. Hanau may be deemed to share voting and dispositive power with respect to the Ordinary Shares held by BCPE Diamond Investor. Mr. Hanau disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2023, by and among the Issuer, Olympus Water Holdings IV, L.P. ("Parent"), acting by its general partner, Olympus Water Holdings Limited and Diamond Merger Limited, the reported securities were disposed of, with 103,379,563 Ordinary Shares cancelled and exchanged into the right to receive $7.84 in cash and 132,970,571 Ordinary Shares contributed to Olympus Water Holdings I, L.P. ("Topco"), an affiliate of Parent, in exchange for certain common and preferred shares of Solenis Holdings Limited pursuant to the Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor and Topco.