SEC Form 4 · accession 0001209191-15-064246
Container Store Group, Inc. · TCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan D Sokoloff
Director · 10% Owner
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 9:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411688
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2 | holding | — | — | — | 20,952,262 | I | See Footnotes. | |
| Common Stock, par value $0.01F1,F2 | holding | — | — | — | 6,285,164 | I | See Footnotes. | |
| Common Stock, par value $0.01F1,F2 | holding | — | — | — | 269,118 | I | See Footnotes. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F8,F4,F7 | $17.28 | Aug 3, 2015 | A | 11,821 | A | — | Aug 3, 2025 | Common Stock | 11,821 | 11,821 | D |
| Stock Option (Right to Buy)F4,F3 | $18.00 | holding | — | — | — | — | Oct 31, 2023 | Common Stock | 13,603 | 13,603 | D |
| Stock Option (Right to Buy)F4,F5 | $21.53 | holding | — | — | — | — | Oct 27, 2024 | Common Stock | 10,132 | 10,132 | D |
Explanation of responses
- F1The 20,952,262, 6,285,164, and 269,118 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") reported herein are owned directly by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and TCS Co-Invest, LLC ("TCS"), respectively. 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. Jonathan D. Sokoloff is a managing partner of Leonard Green & Partners, L.P. ("LGP"), which is the management company of GEI V and GEI Side V, the manager of TCS, and an affiliate of GEIC and Holdings. LGP Management, Inc. is the general partner of LGP.
- F2Mr. Sokoloff 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 the shares owned by GEI V, GEI Side V, and TCS. Mr. Sokoloff disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F3The options reported on this row are fully vested.
- F4The options reported on this row are held by Mr. Sokoloff for the benefit of LGP. Mr. Sokoloff disclaims beneficial ownership of these securities.
- F5Subject to Mr. Sokoloff's continued service through each such vesting date, the option reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on August 2, 2015; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the date of the second annual meeting of the Issuer's stockholders (any annual meeting of the Issuer's stockholders, an "Annual Meeting") following October 27, 2014 (the "First Grant Date") and (y) August 4, 2016; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the First Grant Date and (y) August 4, 2017.
- F6Not applicable.
- F7Subject to Mr. Sokoloff's continued service through each such vesting date, the option reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment shall vest on the earlier of (x) the day immediately preceding the first Annual Meeting following August 3, 2015 (the "Second Grant Date") and (y) August 3, 2016; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Second Grant Date and (y) August 3, 2017; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) August 3, 2018.
- F8Granted as compensation for services.
Remarks
In addition to disclosing the transactions reported herein, this Form 4 corrects a rounding error in Row 2 of Table I and reinstates Row 1 of Table II, which was inadvertently omitted in the Form 4 filed on behalf of Mr. Sokoloff on October 29, 2014.