SEC Form 4 · accession 0001209191-17-052863

Container Store Group, Inc. · TCS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John Kristofer Galashan

Director · 10% Owner

Period of report

Sep 12, 2017

Accepted (ET)

Sep 14, 2017 · 7:02 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001411688

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01^F1,F2	holding	—	—	—	20,952,262	I	See footnotes.
Common Stock, par value $0.01^F1,F2	holding	—	—	—	6,285,164	I	See footnotes.
Common Stock, par value $0.01^F1,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)^F8,F10,F4,F9	$4.10	Sep 12, 2017	A	42,919	A	—	Sep 12, 2027	Common Stock	42,919	42,919	D
Stock Option (Right to Buy)^F4,F3	$18.00	holding	—	—	—	—	Oct 31, 2023	Common Stock	13,602	13,602	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
Stock Option (Right to Buy)^F4,F7	$5.35	holding	—	—	—	—	Aug 1, 2026	Common Stock	30,675	30,675	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. J. Kristofer Galashan is a partner of Leonard Green & Partners, L.P. ("LGP"), which 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. is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS.
F10Granted as compensation for services.
F2Mr. Galashan 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. Galashan 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. Galashan for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of these securities.
F5The options reported on this row are fully vested.
F6Subject to Mr. Galashan'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 (the "Grant Date"); (ii) the second installment vested on 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 Grant Date and (y) August 3, 2018.
F7Subject to Mr. Galashan'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 vested on August 1, 2017 (the "Second Grant Date"); (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 1, 2018; 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 1, 2019.
F8Not applicable.
F9Subject to Mr. Galashan'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 September 12, 2017 (the "Third Grant Date") and (y) September 12, 2018; (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) September 12, 2019; 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) September 12, 2020.