SEC Form 4 · accession 0001209191-18-052924
BJ's Wholesale Club Holdings, Inc. · BJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leonard Green & Partners, L.P.
Director · 10% Owner
LGP MANAGEMENT INC
Director · 10% Owner
GEI Capital V, LLC
Director · 10% Owner
Green Equity Investors Side V, L.P.
Director · 10% Owner
Green Equity Investors V, L.P.
Director · 10% Owner
Green V Holdings, LLC
Director · 10% Owner
Beacon Coinvest LLC
Director · 10% Owner
PERIDOT COINVEST MANAGER LLC
Director · 10% Owner
LGP Associates V LLC
Director · 10% Owner
Period of report
Oct 1, 2018
Accepted (ET)
Oct 1, 2018 · 9:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001531152
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Oct 1, 2018 | S | 11,213,886 | $26.00 | D | 21,258,778 | D | |
| Common StockF6,F7,F3,F4,F8 | Oct 1, 2018 | S | 3,363,897 | $26.00 | D | 6,377,121 | D | |
| Common StockF9,F10,F3,F4,F11 | Oct 1, 2018 | S | 456,875 | $26.00 | D | 866,125 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock, par value $0.01 per share ("Common Stock") of BJ's Wholesale Club Holdings, Inc. (the "Issuer") sold by Green Equity Investors V, L.P. ("GEI V") in connection with the closing of a secondary offering of Common Stock by certain selling stockholders (the "Offering") and in connection with the exercise of an over-allotment option by the underwriters in the Offering.
- F10Represents Common Stock owned by Beacon. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon.
- F11Each of GEI V, GEI Side V, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Beacon, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F2Represents Common Stock owned by GEI V. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon.
- F3GEI Capital V, LLC ("Capital") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates V LLC ("LGP Associates"), which is the management company of Beacon Coinvest LLC ("Beacon") and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- F4Each of GEI V, GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the Common Stock owned by GEI V, GEI Side V, or Beacon, and therefore, a "ten percent holder" hereunder.
- F5Each of GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI V, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F6Represents Common Stock sold by GEI Side V in connection with the closing of the Offering and in connection with the exercise of an over-allotment option by the underwriters in the Offering.
- F7Represents Common Stock owned by GEI Side V. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon.
- F8Each of GEI V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side V, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F9Represents Common Stock sold by Beacon in connection with the closing of the Offering and in connection with the exercise of an over-allotment option by the underwriters in the Offering.
Remarks
The reporting persons may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of GEI V's right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of the Voting Agreement by and among the Issuer, GEI V, GEI Side V, Beacon, and CVC Beacon L.P.