SEC Form 4 · accession 0001209191-17-030177
NCS Multistage Holdings, Inc. · NCSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 3, 2017
Accepted (ET)
May 5, 2017 · 9:00 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001692427
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | May 3, 2017 | S | 1,375,000 | $15.9375 | D | 29,568,536 | I | See Notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of common stock of the Issuer were sold pursuant to the underwriters' exercise of their over-allotment option in connection with an initial public offering of the common stock of the Issuer pursuant to the prospectus, dated April 27, 2017, and accompanying registration statement on Form S-1/A, dated April 26, 2017.
- F2Represents 29,568,536 shares held directly by Advent-NCS Acquisition Limited Partnership ("Advent-NCS LP"), of which 3,693,109 shares are indirectly owned by Advent International GPE VII Limited Partnership("AI GPE VII"), 3,418,124 shares are indirectly owned by Advent International GPE VII-A Limited Partnership ("AI GPE VII-A"), 8,589,659 shares are indirectly owned by Advent International GPE VII-B Limited Partnership ("AI GPE VII-B"), 2,729,175 shares are indirectly owned by Advent International GPE VII-C Limited Partnership ("AI GPE VII-C"),(CONTINUED IN NEXT FOOTNOTE)
- F3(CONTINUTED FROM PREVIOUS FOOTNOTE) 2,211,725 shares are indirectly owned by Advent International GPE VII-D Limited Partnership ("AI GPE VII-D"), 6,188,694 shares are indirectly owned by Advent International GPE VII-E Limited Partnership ("AI GPE VII-E"), 798,351 shares are indirectly owned by Advent International GPE VII-F Limited Partnership ("AI GPE VII-F"), 798,351 shares are indirectly owned by Advent International GPE VII-G Limited Partnership ("AI GPE VII-G"), 481,968 shares are indirectly owned by Advent International GPE VII-H Limited Partnership ("AI GPE VII-H"), 11,828 shares are indirectly owned by Advent Partners GPE VII Limited Partnership ("AP GPE VII"), 29,570 shares are indirectly owned by Advent Partners GPE VII-A Limited Partnership ("AP GPE VII-A"), (CONTINUED IN NEXT FOOTNOTE)
- F4(CONTINUTED FROM PREVIOUS FOOTNOTE) 289,771 shares are indirectly owned by Advent Partners GPE VII-B Cayman Limited Partnership ("AP GPE VII-B Cayman"), 260,204 shares are indirectly owned by Advent Partners GPE VII Cayman Limited Partnership ("AP GPE VII Cayman") and 68,007 shares are indirectly owned by Advent Partners GPE VII-A Cayman Limited Partnership ("AP GPE VII-A Cayman").
- F5Advent International Corporation ("AIC") is the manager of Advent International LLC ("AILLC") and of Advent International GPE VII, LLC ("AI GPE VII GP"). AI GPE VII GP is the general partner of each of AP GPE VII, AP GPE VII-A, AP GPE VII Cayman, AP GPE VII-A Cayman and AP GPE VII-B Cayman (collectively, the "AP Funds"). AI GPE VII GP also is the general partner of GPE VII GP Limited Partnership ("GPE VII GP"), which is the general partner of each of AI GPE VII-A, AI GPE VII-E and AI GPE VII-H (collectively, the "GPE VII GP Funds"). AI GPE VII GP also is the general partner of GPE VII GP (Delaware)Limited Partnership ("GPE VII GP DE"), which is the general partner of each of AI GPE VII, AI GPE VII-B, AI GPE VII-C, AI GPE VII-D, AI GPE VII-F and AI GPE VII-G (collectively, the "GPE VII GP DE Funds"). Advent-NCS GP LLC ("Advent-NCS GP") is the general partner of Advent NSC LP. The AP Funds, GPE VII GP Funds and GPE VII GP DE Funds collectively own 100% (CONTINUED IN NEXT FOOTNOTE)
- F6(CONTINUED FROM PREVIOUS FOOTNOTE) of the limited partnership interest in Advent-NCS LP. Each of AIC, AILLC, AI GPE VII GP, GPE VII GP, GPE VII GP DE, Advent-NCS GP, Advent-NCS LP, each of the AP Funds, each of the GPE VII GP Funds and each of the GPE VII GP DE Funds are referred to herein as the "Reporting Persons". Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
Remarks
This Form 4 is the third of three Forms 4 being filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corp/MA.