SEC Form 4 · accession 0001104659-18-049951
PLANTRONICS INC /CA/ · PLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Siris Partners III, L.P.
Director · 10% Owner · Other
Siris Partners III Parallel, L.P.
Director · 10% Owner · Other
Triangle Private Investments, LLC
Director · 10% Owner · Other
Siris Capital Group, LLC
Director · 10% Owner · Other
Siris Capital Group III, L.P.
Director · 10% Owner · Other
Siris Advisor HoldCo III, LLC
Director · 10% Owner · Other
Siris GP HoldCo III, LLC
Director · 10% Owner · Other
Siris Advisor HoldCo, LLC
Director · 10% Owner · Other
Siris Partners GP III, L.P.
Director · 10% Owner · Other
Triangle Private Holdings I, LLC
Director · 10% Owner · Other
Period of report
Aug 2, 2018
Accepted (ET)
Aug 6, 2018 · 9:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914025
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,F7 | Aug 2, 2018 | A | 2,904 | $0.00 | A | 2,904 | I | See Footnotes |
| Common StockF2,F3,F4,F5,F6,F7,F8 | holding | — | — | — | 6,352,201 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Restricted Stock Unit Award, which was awarded to Frank Baker in connection with his service as a director of the Issuer, will vest as to 100% of the shares subject to the award on the anniversary of the date of grant, provided that Mr. Baker continues to serve as a director through such date. Pursuant to an assignment agreement between Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"), and Mr. Baker, effective as of July 2, 2018, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer.
- F2This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Triangle Private Holdings II, LLC, a Delaware limited liability company ("Triangle Holdings II"); (ii) Triangle Private Holdings I, LLC, a Delaware limited liability company ("Triangle Holdings I"); (iii) Triangle Private Investments, LLC, a Delaware limited liability company ("Triangle Parent"); (iv) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (v) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (vi) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vii) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (viii) Siris Capital Group III, L.P., a Delaware limited partnership ("Siris Fund III Advisor");
- F3(Continued from Footnote 2) (ix) Siris Capital Group; (x) Siris Advisor HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III Advisor HoldCo"); and (xi) Siris Advisor HoldCo, LLC, a Delaware limited liability company ("Siris Advisor HoldCo").
- F4Triangle Holdings II is controlled by its sole member, Triangle Holdings I. Triangle Holdings I is controlled by its sole member, Triangle Parent. Triangle Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Fund III Advisor HoldCo. Siris Capital Group is controlled by its managing member, Siris Advisor HoldCo.
- F5(Continued from Footnote 4) Each of Siris Fund III GP HoldCo, Siris Fund III Advisor HoldCo and Siris Advisor HoldCo is controlled by Frank Baker, Peter Berger and Jeffrey Hendren.
- F6The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose.
- F7Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F8Reflects securities directly held by Triangle Holdings II.
Remarks
This Report on Form 4 is the first of two reports relating to the same transactions. Two separate reports were filed as a result of the 10-reporting person limitation in the EDGAR filing system. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of Triangle Holdings II's contractual right to nominate directors to the Issuer's board of directors (the "Board"). Frank Baker and Daniel Moloney, each of whom was designated by Triangle Holdings II, currently serve on the Board. As a result, the "Director" box is marked in Item 5 of this Form 4.