SEC Form 4 · accession 0000899243-15-006226
Civitas Solutions, Inc. · CIVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Daniel S Oconnell
10% Owner
Vestar Capital Partners V L P
10% Owner
Vestar Capital Partners V-B LP
10% Owner
Vestar Capital Partners V A L P
10% Owner
Vestar Executives V LP
10% Owner
VESTAR MANAGERS V LTD.
10% Owner
VESTAR ASSOCIATES V, L.P.
10% Owner
Vestar/NMH Investors, LLC
10% Owner
Vestar Co-Invest V, L.P.
10% Owner
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001608638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Oct 1, 2015 | J | 25,250,000 | $0.00 | D | 0 | I | By NMH Investment, LLC |
| Common StockF6,F7 | Oct 1, 2015 | J | 15,411,756 | $0.00 | A | 15,411,756 | I | By Vestar Capital Partners V, L.P. |
| Common StockF9,F7 | Oct 1, 2015 | J | 4,238,591 | $0.00 | A | 4,238,591 | I | By Vestar Capital Partners V-A, L.P. |
| Common StockF11,F7 | Oct 1, 2015 | J | 558,090 | $0.00 | A | 558,090 | I | By Vestar Capital Partners V-B, L.P. |
| Common StockF13,F7 | Oct 1, 2015 | J | 546,938 | $0.00 | A | 546,938 | I | By Vestar/NMH Investors, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro rata distribution of shares of common stock of the issuer made by NMH Investment, LLC to its members for no consideration on October 1, 2015 (the "Distribution").
- F10Fund V-B received 558,090 shares of common stock of the issuer in the Distribution. Fund V-B previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-B was exempt under Rule 16a-9 and Rule 16a-13.
- F11These shares are held directly by Fund V-B. Vestar Associates V is the general partner of Fund V-B. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.
- F12Vestar/NMH Investors received 546,938 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13.
- F13These shares are held directly by Vestar/NMH Investors. The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V and Vestar Co-Invest V are members of Vestar/NMH Investors. Vestar Associates V is the general partner of the Fund and Vestar Executives V. VMV is the general partner of Vestar Associates V and Vestar Co-Invest V. Mr. O'Connell is the sole director of VMV.
- F2These shares were held directly by NMH Investment, LLC ("NMH Investment"). Vestar Capital Partners V, L.P. (the "Fund"), Vestar Capital Partners V-A, L.P. ("Fund V-A"), Vestar Capital Partners V-B, L.P. ("Fund V-B") and Vestar/NMH Investors, LLC ("Vestar/NMH Investors") were members of NMH Investment that had the power to appoint a majority of the members of the management committee of NMH Investment and as a result had the power to direct the management of NMH Investment's business, including the power to direct decisions of NMH Investment regarding the vote and disposition of securities held by NMH Investment.
- F3The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V, L.P. ("Vestar Executives V") and Vestar Co-Invest V, L.P. ("Vestar Co-Invest V") are members of Vestar/NMH Investors. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of the Fund, Fund V-A, Fund V-B and Vestar Executives V. Vestar Managers V Ltd. ("VMV") is the general partner of Vestar Associates V and Vestar Co-Invest V. Daniel S. O'Connell is the sole director of VMV. As a result of these relationships, each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have had beneficial ownership of the shares held by NMH Investment.
- F4(Continued From Footnote 3) Each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaimed beneficial ownership of the securities beneficially owned by NMH Investment except to the extent of its or his respective pecuniary interest therein.
- F5The Fund received 15,411,756 shares of common stock of the issuer in the Distribution. The Fund previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by the Fund was exempt under Rule 16a-9 and Rule 16a-13.
- F6These shares are held directly by the Fund. Vestar Associates V is the general partner of the Fund. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.
- F7As a result of these relationships, each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors. Each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors, except to the extent of its or his respective pecuniary interest therein.
- F8Fund V-A received 4,238,591 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13.
- F9These shares are held directly by Fund V-A. Vestar Associates V is the general partner of Fund V-A. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV.