Green Equity Investors VI, L.P. - Jun 16, 2023 Form 4 Insider Report for SIGNET JEWELERS LTD (SIG)

Role
Director, 10%+ Owner
Signature
/s/ Andrew Goldberg, as attorney-in-fact
Stock symbol
SIG
Transactions as of
Jun 16, 2023
Transactions value $
$0
Form type
4
Date filed
6/20/2023, 06:58 PM
Previous filing
Jun 22, 2022
Next filing
Apr 16, 2024

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 +2.47K +7.06% $0.00 37.4K Jun 16, 2023 See footnote. F1, F2

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 SIG Series A Convertible Preference Shares 388K Jun 16, 2023 Common Shares 5.05M $80.68 Direct F3, F4, F5, F6, F7, F8, F9, F10
holding SIG Series A Convertible Preference Shares 231K Jun 16, 2023 Common Shares 3.01M $80.68 Direct F3, F4, F5, F6, F8, F9, F11, F12
holding SIG Series A Convertible Preference Shares 470 Jun 16, 2023 Common Shares 6.12K $80.68 Direct F3, F4, F5, F6, F8, F9, F13, F14
holding SIG Series A Convertible Preference Shares 6.05K Jun 16, 2023 Common Shares 78.7K $80.68 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 restricted stock units granted to Mr. Jonathan A. Seiffer on June 16, 2023 as compensation for his service on the Issuer's board of directors which vest 100% on the first anniversary of the grant date and are held by Mr. Seiffer for the benefit of Leonard Green & Partners, L.P. ("LGP"). The restricted stock units settle upon vesting for an equivalent number of common shares of the Issuer (the "Common Shares").
F2 Of the 37,409 Common Shares reported, 23,046 are owned by Mr. Seiffer and held for the benefit of LGP (and includes includes 2,467 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 $80.6849 per share at a conversion ratio of 12.3939 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 5,047,569 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 3,008,349 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 6,121 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 78,737 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.