SEC Form 4 · accession 0001209191-16-135344
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 1, 2016
Accepted (ET)
Aug 3, 2016 · 8:04 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)F7,F9,F4,F8 | $5.35 | Aug 1, 2016 | A | 30,675 | A | — | Aug 1, 2026 | Common Stock | 30,675 | 30,675 | 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 |
| Stock Option (Right to Buy)F4,F6 | $17.28 | holding | — | — | — | — | Aug 3, 2025 | Common Stock | 11,821 | 11,821 | 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 manager GEI V, GEI Side V, and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS.
- 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 vested on July 31, 2016; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third annual meeting of the Issuer's stockholders (any annual meeting of the Issuer's stockholders, an "Annual Meeting") following October 27, 2014 and (y) August 4, 2017.
- F6Subject 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 July 31, 2016; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following August 3, 2015 (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.
- F7Not applicable.
- F8Subject 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: the first installment shall vest on the earlier of (x) the day immediately preceding the date of the first Annual Meeting following August 1, 2016 (the "Third Grant Date") and (y) August 1, 2017; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Third Grant Date and (y) August 1, 2018; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Third Grant Date and (y) August 1, 2019.
- F9Granted as compensation for services.