SEC Form 4 · accession 0001104659-16-154974

Acushnet Holdings Corp. · GOLF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

WB Atlas LLC

Other

Period of report

Nov 2, 2016

Accepted (ET)

Nov 4, 2016 · 7:19 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 Stock^F2,F1	Nov 2, 2016	C	4,149,711	—	A	4,149,717	I	See Footnotes
Common Stock^F2,F1	Nov 2, 2016	C	2,074,851	—	A	6,224,568	I	See Footnotes
Common Stock^F1,F3,F4	Nov 2, 2016	S	4,029,099	$17.00	D	2,195,469	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^F2	—	Nov 2, 2016	C	4,149,711	D	—	—	Common Stock	4,149,711	0	I
Series A Preferred Stock^F2	—	Nov 2, 2016	C	2,074,851	D	—	—	Common Stock	2,074,851	0	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.
F2Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and the Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into shares of common stock of Acushnet on November 2, 2016. The Convertible Notes converted into an amount of shares of common stock derived by dividing the outstanding unpaid principal 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.
F3WB Atlas LLC has entered into a Shareholders' Agreement dated as of October 26, 2016 and effective 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 and Woori-Blackstone Korea Opportunity Private Equity Fund 1 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 4 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.