SEC Form 4 · accession 0001209191-18-051155
Container Store Group, Inc. · TCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy John Flynn
Director · 10% Owner
Period of report
Sep 12, 2018
Accepted (ET)
Sep 14, 2018 · 9:48 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 $0.01F3,F4 | Sep 12, 2018 | A | 9,158 | $0.00 | A | 9,158 | D | |
| 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,F5 | $18.00 | holding | — | — | — | — | Oct 31, 2023 | Common Stock | 13,602 | 13,602 | D |
| Stock Option (Right to Buy)F6,F5 | $21.53 | holding | — | — | — | — | Oct 27, 2024 | Common Stock | 10,132 | 10,132 | D |
| Stock Option (Right to Buy)F6,F5 | $17.28 | holding | — | — | — | — | Aug 3, 2025 | Common Stock | 11,821 | 11,821 | D |
| Stock Option (Right to Buy)F6,F7 | $5.35 | holding | — | — | — | — | Aug 1, 2026 | Common Stock | 30,675 | 30,675 | D |
| Stock Option (Right to Buy)F6,F8 | $4.10 | holding | — | — | — | — | Sep 12, 2027 | Common Stock | 42,919 | 42,919 | 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. Timothy J. Flynn 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.
- F2Mr. Flynn 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. Flynn 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.
- F3Represents shares of Common Stock of the Issuer underlying restricted stock units awarded to the reporting person pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on September 12, 2018. The restricted stock units represent the right to receive shares of Common Stock and vest on the schedule set forth in footnote 4, subject to the reporting person's continued service with the Issuer.
- F4Of the 9,158 shares of Common Stock reported, 3,053 will vest on September 12, 2019, 3,053 will vest on September 12, 2020, and 3,052 will vest on September 12, 2021.
- F5The options on this row are fully vested.
- F6The options reported on this row are held by Mr. Flynn for the benefit of LGP. Mr. Flynn disclaims beneficial ownership of these securities.
- F7Subject to Mr. Flynn's continued service through each such vesting date, the option reported on this row, granted on August 1, 2016 (the "Grant Date"), shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on August 1, 2017; (ii) the second installment vested on August 1, 2018; and (iii) the third investment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Grant Date and (y) August 1, 2019.
- F8Subject to Mr. Flynn's continued service through each such vesting date, the option reported on this row, granted on September 12, 2017 (the "Second Grant Date"), shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on September 11, 2018; (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) 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 Second Grant Date and (y) September 12, 2020.