SEC Form 4 · accession 0001144204-16-108029
Nexeo Solutions, Inc. · NXEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 9, 2016
Accepted (ET)
Jun 13, 2016 · 4:10 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 | Jun 9, 2016 | P | 1,000,000 | $10.00 | A | 13,506,250 | I | See footnote |
| Common StockF2,F1 | Jun 9, 2016 | J | 2,240,000 | — | A | 15,746,250 | I | See footnote |
| Common StockF3,F1 | Jun 9, 2016 | J | 2,509,819 | — | D | 13,236,431 | I | See footnote |
| Common StockF4,F1 | Jun 9, 2016 | J | 79,976 | — | D | 13,160,971 | I | See footnote |
| Common StockF5,F1 | Jun 9, 2016 | J | 575,562 | — | D | 12,613,394 | I | See footnote |
| Common StockF6,F1 | Jun 9, 2016 | J | 457,724 | — | D | 12,149,016 | I | See footnote |
| Common StockF7,F1 | Jun 9, 2016 | J | 30,000 | — | D | 12,093,169 | I | See footnote |
| Common StockF8,F1 | Jun 9, 2016 | J | 3,554,240 | — | D | 8,538,929 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares directly beneficially owned by WL Ross Sponsor LLC, a limited liability company indirectly controlled by Wilbur L. Ross, Jr. Mr. Ross has voting and dispositive control over such shares. Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of his/its pecuniary interest therein.
- F2Shares received in exchange for 22.4 million warrants surrendered to Nexeo Solutions, Inc. (formerly known as WL Ross Holding Corp.) pursuant to the Private Placement Warrant Exchange Letter Agreement, dated March 21, 2016, by and among WL Ross Sponsor LLC, Nexeo Holdco, LLC and WL Ross Holding Corp. WL Ross Sponsor LLC purchased the 22.4 million contingent warrants at a price of $0.50 per warrant (or $11.2 million in total) in a private placement that occurred simultaneously with the completion of the initial public offering of WL Ross Holding Corp. (the "private placement warrants"). Each private placement warrant entitled its holder to purchase one-half of one share of common stock at $5.75 per share subject to the satisfaction of certain conditions that remained outstanding at the time of the transaction.
- F3Shares transferred to First Pacific Advisors, LLC pursuant to the Subscription Agreement, dated May 23, 2016, by and among the WL Ross Holding Corp., WL Ross Sponsor LLC and First Pacific Advisors, LLC.
- F4Shares transferred to Park West Partners International, Limited pursuant to the Commitment Agreement, dated June 6, 2015, by and among WL Ross Sponsor LLC, Park West Partners International, Limited and WL Ross Holding Corp.
- F5Shares transferred to Park West Investors Master Fund, Limited pursuant to the Commitment Agreement, dated June 6, 2016, by and among WL Ross Sponsor LLC, Park West Investors Master Fund, Limited and WL Ross Holding Corp.
- F6Shares transferred to First Pacific Advisors, on behalf of one or more clients, pursuant to the Commitment Agreement, dated June 6,2016, by and among WL Ross Sponsor LLC, First Pacific Advisors, LLC, on behalf of one or more clients, and WL Ross Holding Corp.
- F7In connection with consummation of the business combination of Nexeo Solutions Holdings, LLC pursuant to the Agreement and Plan of Merger, dated March 21, 2016, by and among the WL Ross Holding Corp., Neon Acquisition Company LLC, Neon Holding Company LLC, Nexeo Solutions Holdings, LLC, TPG Accolade Delaware, L.P. and Nexeo Holdco, LLC, WL Ross Sponsor LLC has transferred to each of Lord William Astor, Thomas Zacharias, and Robert Dinerstein, each a non-management director of Nexeo Solutions, Inc. prior to the business combination, 10,000 shares as payment of fees for his service on the board of directors.
- F8Shares transferred to selling equityholders of Nexeo Solutions Holdings, LLC pursuant to the Merger Agreement and the Founder Share Transfer Letter Agreement dated March 21, 2016 entered into by WL Ross Sponsor LLC, Nexeo Holdco, LLC and WL Ross Holding Corp.