SEC Form 4 · accession 0001104659-16-154975
Acushnet Holdings Corp. · GOLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 7:20 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 | 17,258,895 | — | A | 17,258,915 | I | See footnotes |
| Common StockF2,F1 | Nov 2, 2016 | C | 8,727,129 | — | A | 25,986,044 | I | See footnotes |
| Common StockF1,F3,F4 | Nov 2, 2016 | S | 16,820,502 | $17.00 | D | 9,165,542 | 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 2021F2 | — | Nov 2, 2016 | C | 17,258,895 | D | — | — | Common Stock | 17,258,895 | 0 | I |
| Series A redeemable convertible preferred stockF2 | — | Nov 2, 2016 | C | 8,727,129 | D | — | — | Common Stock | 8,727,129 | 0 | I |
Explanation of responses
- F1Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Odin 3, LLC and Odin 4, LLC (the "Mirae Funds"), both of which are Korean limited liability companies that are wholly owned by Mirae Asset Partners Private Equity Fund VII. The general partners of Mirae Asset Partners Private Equity Fund VII are Mirae Asset Global Investments Co. Ltd. and Mirae Asset Securities Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by the Mirae Funds are made by an investment committee of Mirae Asset Global Investments Co. Ltd. comprised of six members. Each of the members of the committee may be deemed to share voting and investment power with respect to the shares of common stock of Acushnet owned by the Mirae Funds. Such members 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.
- F3The Mirae Funds entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on November 2, 2016 by and among the Mirae Funds, 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, the Mirae Funds, 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 the Mirae Funds and Mirae Asset Partners Private Equity Fund VII as reported in this Form 4 does not include the holdings of the other parties to the Group. The Mirae Funds and Mirae Asset Partners Private Equity Fund VII disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.