SEC Form 4 · accession 0000899243-19-007262
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
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 4:58 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 StockF1,F2 | Mar 8, 2019 | D | 14,557,836 | — | D | 0 | I | By Vestar Capital Partners V, L.P. |
| Common StockF1,F3 | Mar 8, 2019 | D | 4,003,741 | — | D | 0 | I | By Vestar Capital Partners V-A, L.P. |
| Common StockF1,F4 | Mar 8, 2019 | D | 527,168 | — | D | 0 | I | By Vestar Capital Partners V-B, L.P. |
| Common StockF1,F5 | Mar 8, 2019 | D | 516,634 | — | D | 0 | I | By Vestar/NMH Investors, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting persons, was converted into the right to receive $17.75 in cash.
- F2These shares are held directly by the Vestar Capital Partners V, L.P. (the "Fund"). Vestar Associates V, L.P ("Vestar Associates V") is the general partner of the Fund. Vestar Managers V Ltd. ("VMV") is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by the Fund. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by the Fund, except to the extent of its or his respective pecuniary interest therein.
- F3These shares are held directly by Vestar Capital Partners V-A, L.P. ("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. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund V-A. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund V-A, except to the extent of its or his respective pecuniary interest therein.
- F4These shares are held directly by Vestar Capital Partners V-B, L.P. ("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. As a result of these relationships, each of Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund V-B. Each of Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund V-B, except to the extent of its or his respective pecuniary interest therein.
- F5These shares are held directly by Vestar/NMH Investors. The 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 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. As a result of these relationships, each of 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 Vestar/NMH Investors. Each of Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Vestar/NMH Investors, except to the extent of its or his respective pecuniary interest therein.