Green Equity Investors VI, L.P. - Jun 25, 2021 Form 4 Insider Report for SIGNET JEWELERS LTD (SIG)

Role: Director, 10%+ Owner
Signature: /s/ Andrew C. Goldberg, attorney-in-fact
Stock symbol: SIG
Transactions as of: Jun 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/29/2021, 07:34 PM
Next filing: Jul 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SIG	Common Shares, par value $0.18	Award	$0	+2.01K	+6.65%	$0.00	32.3K	Jun 25, 2021	See footnote.	F1, F2

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

Type	Sym	Class	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SIG	Series A Convertible Preference Shares	388K	Jun 25, 2021	Common Shares	4.98M	$81.77	Direct	F3, F4, F5, F6, F7, F8, F9, F10
holding	SIG	Series A Convertible Preference Shares	231K	Jun 25, 2021	Common Shares	2.97M	$81.77	Direct	F3, F4, F5, F6, F8, F9, F11, F12
holding	SIG	Series A Convertible Preference Shares	470	Jun 25, 2021	Common Shares	6.04K	$81.77	Direct	F3, F4, F5, F6, F8, F9, F13, F14
holding	SIG	Series A Convertible Preference Shares	6.05K	Jun 25, 2021	Common Shares	77.7K	$81.77	Direct	F3, F4, F5, F6, F8, F9, F15, F16

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

Explanation of Responses:

Id	Content
F1	Represents shares of Common Stock of the Issuer ("Common Shares") underlying restricted stock units awarded to Mr. Jonathan A. Seiffer on June 25, 2021 as compensation for his service on the Issuer's board of directors which vest on the first anniversary of the grant date and are held by Mr. Seiffer for the benefit of Leonard Green & Partners, L.P. ("LGP").
F2	Of the 32,275 Common Shares reported, 17,912 are owned by Mr. Seiffer and held for the benefit of LGP (including 2,012 restricted stock units, which are subject to certain vesting and forfeiture provisions), and 14,363 are owned by Mr. Jonathan D. Sokoloff, a partner of LGP, and held for the benefit of LGP.
F3	Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
F4	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 $81.7682 per share at a conversion ratio of 12.2297 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.
F5	Immediately.
F6	The Series A Preference Shares do not have an expiration date.
F7	Represents Series A Preference Shares, as converted, owned by Green Equity Investors VI, L.P. ("GEI VI"). GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,980,696 Common Shares.
F8	GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. LGP is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
F9	Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the Series A Preference Shares and underlying Common Shares held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder.
F10	Each of GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F11	Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,968,493 Common Shares.
F12	Each of GEI VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F13	Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 6,040 Common Shares.
F14	Each of GEI VI, GEI Side VI, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-A, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F15	Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 77,694 Common Shares.
F16	Each of GEI VI, GEI Side VI, Associates VI-A, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-B, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks:

Mr. Jonathan A. Seiffer is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Mr. Seiffer may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.