SEC Form 4 · accession 0000903423-16-001246
Nexeo Solutions, Inc. · NXEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 26, 2016
Accepted (ET)
Sep 2, 2016 · 4:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5,F6,F7,F8,F9 | Jul 26, 2016 | J | 47,500 | $0.00 | D | 31,180,344 | I | See explanation of responses |
| Common StockF2,F5,F6,F7,F8,F9 | Jul 26, 2016 | J | 17,500 | $0.00 | D | 31,162,844 | I | See explanation of responses |
| Common StockF3,F5,F6,F7,F8,F9 | Jul 26, 2016 | J | 17,500 | $0.00 | D | 31,145,344 | I | See explanation of responses |
| Common StockF4,F5,F6,F7,F8,F9 | Jul 26, 2016 | J | 17,500 | $0.00 | D | 31,127,844 | I | See explanation of responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Common Stock ("Common Stock") of Nexeo Solutions, Inc. (the "Issuer") awarded as restricted stock to Ronald J. LaBuschewsky.
- F2Shares of Common Stock awarded as restricted stock to Kristina Smith.
- F3Shares of Common Stock awarded as restricted stock to Mike Willman.
- F4Shares of Common Stock awarded as restricted stock to Lindsay Germano.
- F5David Bonderman and James G. Coulter are sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"), which directly holds 1,791,182 shares of Common Stock.
- F6TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), which directly holds 12,926,291 shares of Common Stock, (ii) TPG VI Neon II, L.P. ("TPG Neon II"), which directly holds 16,294,874 shares of Common Stock, and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds"), which directly holds 115,497 shares of Common Stock.
- F7Of the 31,127,844 shares of Common Stock held in the aggregate by the TPG Funds, 3,554,240 constitute "founder shares" (the "Founder Shares") that the Issuer's sponsor received at the time of the Issuer's initial public offering. The Founder Shares are subject to, among other conditions and restrictions, forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Common Stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction.
- F8Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any.
- F9Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(10) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (11) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.