| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HAYW | Common Stock | Other | -$76.1M | -3.84M | -5.93% | $19.80 | 61M | Mar 11, 2022 | By CCMP Capital Investors III, L.P. | F1, F2, F3, F4, F5 |
| transaction | HAYW | Common Stock | Other | -$4.7M | -237K | -5.93% | $19.80 | 3.77M | Mar 11, 2022 | By CCMP Capital Investors III (Employee), L.P. | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Represents shares acquired by the Issuer in a privately negotiated transaction as part of the Issuer's stock repurchase program as was previously disclosed on the Issuer's Current Report on Form 8-K dated January 25, 2022. As noted in such Form 8-K, the repurchase and price per share were separately approved by an independent committee of the Issuer's board of directors and the above price per share is the same at which the reporting persons sold shares on January 24, 2022 in a block trade in compliance with Rule 144. The repurchase was subject to the satisfaction of certain conditions which occurred on March 11, 2022. |
| F2 | CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors, the "CCMP Investors"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP"). |
| F3 | CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F4 | In connection with the consummation of the initial public offering of the Issuer's common stock, par value $0.001 per share ("Common Stock"), the CCMP Investors have entered into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the Issuer and certain affiliates of MSD Partners, L.P. ("MSD") and Alberta Investment Management Corporation ("AIMCo") pursuant to which the CCMP Investors and MSD have agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them, and AIMCo has also agreed to certain restrictions on the transfer of its shares of Common Stock. By virtue of the Stockholders' Agreement, the CCMP Investors, MSD and AIMCo may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). |
| F5 | In addition, each reporting person may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person disclaims any pecuniary interest in any shares of Common Stock held by the group with MSD and AIMCo except as reported as beneficially owned by the reporting persons in this Form 4. |