SEC Form 3 · accession 0001104659-16-153014
Acushnet Holdings Corp. · GOLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 28, 2016
Accepted (ET)
Oct 28, 2016 · 6:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001672013
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | holding | — | — | — | 6 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.5% convertible notes due 2021(2)F1,F3,F4,F2 | — | holding | — | — | — | — | — | Common Stock | 4,149,711 | — | I |
| Series A 7.5% redeemable convertible preferred stock(2)F1,F3,F4,F2 | — | holding | — | — | — | — | — | Common Stock | 2,074,851 | — | I |
Explanation of responses
- F1Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Voting and investment decisions over the shares of common stock of Acushnet owned by WB Atlas LLC are made by the investment committees of Woori-Blackstone Korea Opportunity Private Equity Fund 1, which is jointly managed by Woori Private Equity Co., Ltd. and Blackstone Korea Advisors Limited as general partners. Such committees disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F2Represents 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A 7.5% redeemable convertible preferred stock (the "Convertible Preferred Stock") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Both the Convertible Notes and Convertible Preferred Stock are currently convertible into shares of common stock of Acushnet and will automatically convert into shares of common stock of Acushnet prior to the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016. The Convertible Notes are convertible into a number of shares of common stock of Acushnet calculated by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock is convertible on a one share of Convertible Preferred Stock for nine shares of common stock basis.
- F3WB Atlas, LLC has entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016 by and among Odin 3, LLC, Odin 4, LLC, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC, Woori-Blackstone Korea Opportunity Private Equity Fund 1 and Neoplux No. 1 Private Equity may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet.
- F4The amount of Acushnet's securities held by Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC as reported in this Form 3 does not include the holdings of the other parties to the Group. Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.