SEC Form 4 · accession 0001104659-16-154973
Acushnet Holdings Corp. · GOLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 7:18 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 StockF2,F1 | Nov 2, 2016 | C | 1,383,237 | — | A | 1,383,243 | I | See Footnote |
| Common StockF2,F1 | Nov 2, 2016 | C | 754,488 | — | A | 2,137,731 | I | See Footnote |
| Common StockF1,F2 | Nov 2, 2016 | S | 1,383,731 | $17.00 | D | 754,000 | 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 2021F1,F2 | — | Nov 2, 2016 | C | 1,383,237 | D | — | — | Common Stock | 1,383,237 | 0 | I |
| Series A redeemable convertible preferred stockF1,F2 | — | Nov 2, 2016 | C | 754,488 | D | — | — | Common Stock | 754,488 | 0 | I |
Explanation of responses
- F1Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Neoplux No. 1 Private Equity, an affiliate of Neoplux Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity are made by the Investment Committee of Neoplux No. 1 Private Equity. The Investment Committee of Neoplux No. 1 Private Equity consists of four members: Mr. Lee, Sangha, Mr. Kim, Donghwan, Mr. Min, Kyungmin and Ms. Park, Jiyoung. These individuals may be deemed to beneficially own the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity. Such persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
- F2Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into common stock on November 2, 2016. The Convertible Notes converted into the number of shares of common stock derived by dividing the outstanding unpaid principle amount of the Convertible Notes by $11.11. The Convertible Preferred Stock converted on a one share of Convertible Preferred Stock for nine shares of common stock basis. As a result of its sale of common stock in Acushnet's initial public offering, the Reporting Person is no longer part of the "group", within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, that included Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund 1. As a result, the Reporting Person is no longer subject to Section 16.