Green Equity Investors V, L.P. - Aug 30, 2023 Form 4 Insider Report for Container Store Group, Inc. (TCS)

Role
Director, 10%+ Owner
Signature
Andrew C. Goldberg, attorney-in-fact
Stock symbol
TCS
Transactions as of
Aug 30, 2023
Transactions value $
$0
Form type
4
Date filed
9/1/2023, 09:18 PM
Previous filing
Sep 8, 2022
Next filing
Mar 29, 2024

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 +55.6K +32.09% $0.00 229K Aug 30, 2023 See footnote. F9, F10, F11
holding TCS Common Stock, par value $0.01 11.7M Aug 30, 2023 Direct F1, F2, F3, F4
holding TCS Common Stock, par value $0.01 3.5M Aug 30, 2023 Direct F2, F3, F5, F6
holding TCS Common Stock, par value $0.01 150K Aug 30, 2023 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) 13.6K Aug 30, 2023 Common Stock 13.6K $18.00 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 10.1K Aug 30, 2023 Common Stock 10.1K $21.53 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 11.8K Aug 30, 2023 Common Stock 11.8K $17.28 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 30.7K Aug 30, 2023 Common Stock 30.7K $5.35 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 42.9K Aug 30, 2023 Common Stock 42.9K $4.10 See footnote. F12, F13
* 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 Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("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 Co-Invest, LLC ("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, 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.
F7 Represents shares of Common Stock held directly by TCS.
F8 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.
F9 Represents shares of restricted Common Stock of the Issuer awarded to J. Kristofer Galashan pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on August 30, 2023.
F10 Granted as compensation for services.
F11 Represents shares of restricted Common Stock owned by Mr. Galashan and Jonathan D. Sokoloff. Mr. Galashan holds 142,122 shares of restricted Common Stock. Mr. Sokoloff previously served on the Issuer's board of directors as an appointee of LGP, and owns 86,567 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 J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP. Mr. 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:

Mr. J. Kristofer Galashan is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. 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.