Jonathan A. Seiffer - Apr 12, 2024 Form 4 Insider Report for SIGNET JEWELERS LTD (SIG)

Role
Director
Signature
/s/ Andrew C. Goldberg, attorney-in-fact
Stock symbol
SIG
Transactions as of
Apr 12, 2024
Transactions value $
-$31,043,750
Form type
4
Date filed
4/16/2024, 06:12 PM
Previous filing
Dec 19, 2023
Next filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SIG Common Shares, par value $0.18 23K Apr 12, 2024 Direct F1

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 SIG Series A Convertible Preference Shares Sale -$31M -313K -50% $99.34 313K Apr 12, 2024 Common Shares 4.12M $79.74 See footnote F2, F3, F4, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Common Shares owned by Mr. Seiffer and held for the benefit of Leonard Green & Partners, L.P. ("LGP"), and includes 2,467 restricted stock units, which are subject to certain vesting and forfeiture provisions.
F2 Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
F3 The Series A Preference Shares have a stated value of $1,050.94 per share and are convertible into Common Shares of the issuer at a current conversion price of $79.7410 per share at a conversion ratio of 12.5406 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.
F4 In accordance with the terms of the Amended Certificate of Designation for the Series A Preference Shares, the Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A"), and LGP Associates VI-B LLC ("Associates VI-B") delivered a notice of conversion of 312,500 Series A Preference Shares to the Issuer. The Issuer repurchased the 312,500 Series A Preference Shares from GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B for the volume weighted average share price of the date of the transaction signing, or $99.34. Of the 312,500 Series A Preference Shares repurchased by the Issuer, 193,761 were repurchased from GEI VI, 115,482 were repurchased from GEI Side VI, 235 were repurchased from Associates VI-A, and 3,022 were repurchased from Associates VI-B.
F5 Immediately.
F6 The Series A Preference Shares do not have an expiration date.
F7 GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B are the direct owners of the shares reported herein. Of the shares reported on this row, GEI VI is the direct owner of 193,761 Series A Preference Shares which are convertible into 2,553,657 Common Shares, GEI Side VI is the direct owner of 115,481 Series A Preference Shares which are convertible into 1,521,972 Common Shares, Associates VI-A is the direct owner of 235 Series A Preference Shares which are convertible into 3,097 Common Shares, and Associates VI-B is the direct owner of 3,023 Series A Preference Shares which are convertible into 39,841 Common Shares.
F8 Mr. Seiffer 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 the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Seiffer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.