SEC Form 4 · accession 0001209191-16-121295
SiteOne Landscape Supply, Inc. · SITE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CD&R ASSOCIATES VIII, LP
10% Owner
CD&R Associates VIII, Ltd.
10% Owner
CD&R Landscapes Holdings, L.P.
10% Owner
Period of report
May 16, 2016
Accepted (ET)
May 18, 2016 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001650729
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 16, 2016 | C | 25,303,164 | — | A | 25,303,164 | I | By affiliate |
| Common StockF2,F3 | May 17, 2016 | S | 7,503,486 | $21.00 | D | 17,799,678 | I | By affiliate |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cumulative Convertible Participating Preferred StockF1,F2,F3,F4 | — | May 16, 2016 | C | 216,789 | D | — | — | Common Stock | 25,303,164 | 0 | I |
Explanation of responses
- F1In anticipation of the closing of the Issuer's initial public offering of Common Stock on May 17, 2016, CD&R Landscapes Holdings, L.P. ("CD&R Holdings") converted each of the 216,789.33155 shares of Cumulative Convertible Participating Preferred Stock ("Preferred Stock") of the Issuer held by it into shares of Common Stock at a conversion ratio of 116.717755, which included accrued but unpaid dividends through the conversion date (and is the conversion ratio determined in accordance with the terms of the Certificate of Designations, Preferences and Rights for the Preferred Stock (the "Certificate of Designations")), without payment or any consideration. Any fractional shares resulting from this conversion were cashed out at fair market value.
- F2CD&R Associates VIII, Ltd., as the general partner of CD&R Holdings, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Common Stock held by CD&R Holdings.
- F3Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock held by CD&R Holdings, except to the extent of its pecuniary interest therein.
- F4CD&R Holdings was eligible to convert its Preferred Stock at any time into shares of Common Stock at the conversion ratio specified in the Certificate of Designations. Upon certain change of control events, the Preferred Stock was mandatorily redeemable, for an amount equal to either (at the option of CD&R Holdings): (x) the same consideration as paid for shares of Common Stock on an as-converted basis or (y) its liquidation preference.