SEC Form 4 · accession 0000899243-18-025304
Veritiv Corp · VRTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAIN CAPITAL INVESTORS LLC
10% Owner
BCIP T Associates III-B, LLC
10% Owner
BCIP T Associates III, LLC
10% Owner
BCIP Associates III-B
10% Owner
BCIP Trust Associates III
10% Owner
BCIP Trust Associates III-B
10% Owner
J5M4T3B2P2CEYA, LLC
10% Owner
Period of report
Sep 25, 2018
Accepted (ET)
Sep 26, 2018 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599489
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4 | Sep 25, 2018 | S | 1,500,000 | $41.40 | D | 2,783,840 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated September 20, 2018, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares to the underwriter is $41.40 per share.
- F2Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").
- F3Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)
- F4(Continued from footnote 3) As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.
Remarks
This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the same holdings described above. Part 2 of 2.