Jonathan A. Seiffer - May 20, 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
May 20, 2024
Transactions value $
-$9,702,150
Form type
4
Date filed
5/22/2024, 06:00 PM
Previous filing
Apr 16, 2024
Next filing
Jul 2, 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 May 20, 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 -$9.7M -100K -32% $97.02 213K May 20, 2024 Common Shares 246K $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 On May 6, 2024 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 notice to the issuer of a conversion of 100,000 Series A Preference Shares (in the aggregate) for cash in accordance with the terms of the Certificate of Designation of the Series A Preference Shares (the "Certificate of Designation"). Of the 100,000 Series A Preference Shares converted, GEI VI converted 62,004 Series A Preference Shares, GEI Side VI converted 36,954 Series A Preference Shares, Associates VI-A converted 75 Series A Preference Shares, and Associates VI-B converted 967 Series A Preference Shares. The conversion was settled in cash by the issuer for approximately $128 million, based on the volume weighted average share price on the date of the conversion notice, which was $97.0215 per Common Share, pursuant to the terms of the Certificate of Designation.
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 131,757 Series A Preference Shares which are convertible into 324,266 Common Shares as of the date of conversion, GEI Side VI is the direct owner of 78,527 Series A Preference Shares which are convertible into 193,262 Common Shares as of the date of conversion, Associates VI-A is the direct owner of 160 Series A Preference Shares which are convertible into 393 Common Shares as of the date of conversion, and Associates VI-B is the direct owner of 2,056 Series A Preference Shares which are convertible into 5,060 Common Shares as of the date of conversion.
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.