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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Berkshire Partners Holdings LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
BPSP, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Berkshire Partners LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Stockbridge Partners LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Berkshire Fund IX, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Berkshire Fund IX-A, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Stockbridge Fund, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Stockbridge Absolute Return Fund, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Berkshire Investors III LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X | |||
Berkshire Investors IV LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA 02116 |
X |
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Berkshire Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Stockbridge Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Ninth Berkshire Associates LLC, the general partner of Berkshire Fund IX, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Ninth Berkshire Associates LLC, the general partner of Berkshire Fund IX-A, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P. | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC | 08/29/2018 | |
**Signature of Reporting Person | Date | |
/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors IV LLC | 08/29/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 4,644,754 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,902,714 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 3,019,087 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 9,199 shares of the Issuer's common stock and SP holds 728,134 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF. |
(2) | (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. |
(3) | Represents shares acquired by BF IX and BF IX-A. |
(4) | Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. |
(5) | Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. |