SEC Form 4 · accession 0000899243-17-021866

Nexeo Solutions, Inc. · NXEO

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The purchase price for common stock of Nexeo Solutions, Inc. (the "Issuer") reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.02 to $7.12, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4.
• F10(Continued from Footnote 9) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.
• F11(Continued from Footnote 10) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F12Shares of common stock of the Issuer held directly by WLRS Fund I LLC ("WLRS Fund"), a limited liability company controlled by a third party but in which investment advisory clients of FPA are members and own a 99.9% economic interest. FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund because FPA is the investment adviser to members of WLRS Fund, including FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"), and such members have an approval right with respect to transfers of the securities of the Issuer held by WLRS Fund pursuant to the limited liability company operating agreement of WLRS Fund (the "LLC Agreement").
• F13(Continued from Footnote 12) As a member of WLRS Fund, FPA Crescent Fund may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right. Of the 1,481,699 shares of common stock of the Issuer held by WLRS Fund, 1,256,166 are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed. All shares of common stock of the Issuer held by WLRS Fund are subject to certain restrictions on transfer detailed in that Shareholders' and Registration Rights Agreement, dated March 21, 2016, among WL Ross Holding Corp., WL Ross Sponsor LLC and Nexeo Holdco, LLC (the "Stockholders' Agreement"). Pursuant to such restrictions, without the prior written consent of TPG Global, LLC and WL Ross Sponsor LLC (collectively, the "Sponsors"), the shares of common stock of the Issuer held by WLRS Fund cannot be transferred during the first six months following June 9, 2016 (the "Lock-Up Period"),
• F14(Continued from Footnote 13) and then, subject to any permitted underwritten offerings pursuant to the Stockholders' Agreement and other permitted transfers, cannot be transferred through the earlier of 12 months following the expiration of the Lock-Up Period or such time as the Sponsors no longer hold 50% of their initial ownership of the Issuer's common stock. Pursuant to the LLC Agreement, at any time following the lapse of the transfer restrictions on the shares of common stock held by WLRS Fund, each member of WLRS Fund may elect by written notice to the Manager of WLRS Fund to receive a distribution of such unrestricted shares of common stock up to such member's pro rata portion of its respective membership percentage.
• F15Shares of common stock of the Issuer held directly by FPA Crescent Fund. FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and Managing Partner of FPA. Messrs.
• F16(Continued from Footnote 15) Selmo and Landecker may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund and Partners of FPA. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. Of the 20,123,426 shares of common stock of the Issuer held by FPA Crescent Fund, 2,431,709 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.
• F2Shares of common stock of the Issuer held directly by FPA Select Fund II, L.P. ("FPA Select II"). First Pacific Advisors, LLC ("FPA") serves as general partner of and investment adviser to FPA Select II.
• F3The purchase price for common stock of the Issuer reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.12 to $7.14, inclusive.
• F4Shares of common stock of the Issuer held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). FPA serves as general partner of and investment adviser to FPA Select Maple.
• F5Shares of common stock of the Issuer held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select. Of the 148,987 shares of common stock of the Issuer held by FPA Select, 16,799 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.
• F6Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Of the 1,775,556 shares of common stock of the Issuer held by FPA Select Drawdown, 251,058 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.
• F7Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. Of the 190,779 shares of common stock of the Issuer held by FPA Value Partners, 25,796 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.
• F8Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity" and together with FPA Select II, FPA Select Maple, FPA Select, FPA Select Drawdown and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity. Of the 816,923 shares of common stock of the Issuer held by FPA Global Opportunity, 138,224 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.
• F9FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

Remarks

First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Nexeo Solutions, Inc. (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.