Green Equity Investors V, L.P. - Aug 31, 2022 Form 4 Insider Report for Container Store Group, Inc. (TCS)

Signature
Andrew C. Goldberg, attorney-in-fact
Stock symbol
TCS
Transactions as of
Aug 31, 2022
Transactions value $
$0
Form type
4
Date filed
9/2/2022, 09:48 PM
Previous filing
Sep 3, 2021
Next filing
Sep 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TCS Common Stock, par value $0.01 Award $0 +38.3K +15.95% $0.00 279K Aug 31, 2022 See footnote. F9, F10, F11
holding TCS Common Stock, par value $0.01 11.7M Aug 31, 2022 Direct F1, F2, F3, F4
holding TCS Common Stock, par value $0.01 3.5M Aug 31, 2022 Direct F2, F3, F5, F6
holding TCS Common Stock, par value $0.01 150K Aug 31, 2022 Direct F2, F3, F7, F8

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
holding TCS Stock Option (Right to Buy) 27.2K Aug 31, 2022 Common Stock 27.2K $18.00 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 20.3K Aug 31, 2022 Common Stock 20.3K $21.53 See footnote. F12, F14
holding TCS Stock Option (Right to Buy) 23.6K Aug 31, 2022 Common Stock 23.6K $17.28 See footnote. F12, F15
holding TCS Stock Option (Right to Buy) 61.4K Aug 31, 2022 Common Stock 61.4K $5.35 See footnote. F12, F16
holding TCS Stock Option (Right to Buy) 85.8K Aug 31, 2022 Common Stock 85.8K $4.10 See footnote. F12, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V").
F2 GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS.
F3 GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS.
F4 Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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.
F5 Represents shares of Common Stock held directly by GEI Side V.
F6 Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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.
F7 Represents shares of Common Stock held directly by TCS.
F8 Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not 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.
F9 Represents shares of restricted Common Stock of the Issuer awarded to Jonathan D. Sokoloff and J. Kristofer Galashan pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on August 31, 2022.
F10 Granted as compensation for services.
F11 Represents shares of restricted Common Stock owned by Messrs. Sokoloff, Galashan and Timothy J. Flynn. Each of Messrs. Sokoloff and Galashan hold 86,567 shares of restricted Common Stock. Mr. Flynn previously served on the Issuer's board of directors as an appointee of LGP, and owns 105,611 shares which are held for the benefit of LGP.
F12 The options reported on this row are fully vested.
F13 The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.
F14 The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.
F15 The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.
F16 The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.
F17 The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 42,919 of such options. Each of Messrs. Sokoloff and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.

Remarks:

Messrs. Jonathan Sokoloff and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Sokoloff and Galashan 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 a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.