Sec Form 13D Filing - ADVENT INTERNATIONAL L.P. filing for SYNEOS HEALTH INC (SYNH) - 2020-09-21

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

SCHEDULE 13D
Amendment No. 1

Under the Securities Exchange Act of 1934
_________________________

SYNEOS HEALTH, INC.
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

45329R109
(CUSIP Number)
_________________________

Michael Ristaino, Vice President of Finance – Fund Administration
c/o Advent International Corporation
Prudential Tower, 800 Boylston Street, Suite 3300
Boston, MA 02199
617-951-9400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2020
(Date of Event Which Requires Filing of this Statement)
_________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International Corporation
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
18,647,036 *
8
Shared Voting Power
0
9
Sole Dispositive Power
18,647,036 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
18,647,036 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
17.94% * (1)
14
Type of Reporting Person
CO, IA

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the Issuer’s Prospectus Supplement dated September 15, 2020 and filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2020 (the “September 2020 Prospectus Supplement”).
 
2

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Double Eagle Investor Holdings, L.P.
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
18,328,394 *
8
Shared Voting Power
0
9
Sole Dispositive Power
18,328,394 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
18,328,394 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
17.63% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
3

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-C Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
318,642 *
8
Shared Voting Power
0
9
Sole Dispositive Power
318,642 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
318,642 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.31% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
4

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Double Eagle GP, LLC
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
18,328,394 *
8
Shared Voting Power
0
9
Sole Dispositive Power
18,328,394 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
18,328,394 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
17.63% * (1)
14
Type of Reporting Person
OO

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
5

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII, LLC
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
10,478,033 *
8
Shared Voting Power
0
9
Sole Dispositive Power
10,478,033 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
10,478,033 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
10.08% * (1)
14
Type of Reporting Person
OO

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as r eported in the September 2020 Prospectus Supplement.
 
6

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
GPE VIII GP S.a. r.l.
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
7,273,896 *
8
Shared Voting Power
0
9
Sole Dispositive Power
7,273,896 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
7,273,896 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
7.00% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
7

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
GPE VIII GP Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
2,765,802 *
8
Shared Voting Power
0
9
Sole Dispositive Power
2,765,802 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,765,802 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
2.66% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
8

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
AP GPE VIII GP Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
438,335 *
8
Shared Voting Power
0
9
Sole Dispositive Power
438,335 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
438,335 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.42% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
9

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII, LLC
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
8,169,003 *
8
Shared Voting Power
0
9
Sole Dispositive Power
8,169,003 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
8,169,003 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
7.86% * (1)
14
Type of Reporting Person
OO

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the Se ptember 2020 Prospectus Supplement.
 
10

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
GPE VII GP S.a. r.l.
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
5,158,997 *
8
Shared Voting Power
0
9
Sole Dispositive Power
5,158,997 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
5,158,997 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
4.96% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
11

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
GPE VII GP Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
2,752,619 *
8
Shared Voting Power
0
9
Sole Dispositive Power
2,752,619 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,752,619 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
2.65% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
12

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
590,664 *
8
Shared Voting Power
0
9
Sole Dispositive Power
590,664 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
590,664 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.57% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
13

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-B Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
1,956,521 *
8
Shared Voting Power
0
9
Sole Dispositive Power
1,956,521 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,956,521 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
1.88% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
14

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-B-1 Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
694,268 *
8
Shared Voting Power
0
9
Sole Dispositive Power
694,268 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
694,268 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.67% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
15

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-B-2 Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
517,642 *
8
Shared Voting Power
0
9
Sole Dispositive Power
517,642 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
517,642 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.50% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
16

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-B-3 Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
808,312 *
8
Shared Voting Power
0
9
Sole Dispositive Power
808,312 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
808,312 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.78% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
17

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-D Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
272,508 *
8
Shared Voting Power
0
9
Sole Dispositive Power
272,508 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
272,508 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.26% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
18

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-F Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
80,760 *
8
Shared Voting Power
0
9
Sole Dispositive Power
80,760 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
80,760 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.08% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
19

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-H Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
715,468 *
8
Shared Voting Power
0
9
Sole Dispositive Power
715,468 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
715,468 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.69% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
20

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-I Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
665,308 *
8
Shared Voting Power
0
9
Sole Dispositive Power
665,308 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
665,308 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.64% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
21

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-J Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
653,803 *
8
Shared Voting Power
0
9
Sole Dispositive Power
653,803 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
653,803 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.63% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
22

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-A Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
1,385,475 *
8
Shared Voting Power
0
9
Sole Dispositive Power
1,385,475 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,385,475 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
1.33% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
23

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-E Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
303,499 *
8
Shared Voting Power
0
9
Sole Dispositive Power
303,499 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
303,499 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.29% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
24

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-G Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
514,751 *
8
Shared Voting Power
0
9
Sole Dispositive Power
514,751 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
514,751 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.50% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
25

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-K Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
283,286 *
8
Shared Voting Power
0
9
Sole Dispositive Power
283,286 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
283,286 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.27% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
26

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VIII-L Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
278,791 *
8
Shared Voting Power
0
9
Sole Dispositive Power
278,791 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
278,791 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.27% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
27

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VIII Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
136,123 *
8
Shared Voting Power
0
9
Sole Dispositive Power
136,123 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
136,123 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.13% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
28

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VIII-B Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
232,883 *
8
Shared Voting Power
0
9
Sole Dispositive Power
232,883 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
232,883 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.22% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
29

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VIII Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
22,843 *
8
Shared Voting Power
0
9
Sole Dispositive Power
22,843 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
22,843 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.02% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
30

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VIII-A Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
28,362 *
8
Shared Voting Power
0
9
Sole Dispositive Power
28,362 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
28,362 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.03% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
31

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VIII-A Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
18,124 *
8
Shared Voting Power
0
9
Sole Dispositive Power
18,124 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
18,124 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.02% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
32

CUSIP No. 45329R109
13D
 

Aggregate Amount Beneficially Owned by Each Reporting Person
876,728 *
1
Names of Reporting Persons
Advent International GPE VII Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
876,728 *
8
Shared Voting Power
0
9
Sole Dispositive Power
876,728 *
10
Shared Dispositive Power
0
11
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.84% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
33

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-B Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
2,499,483 *
8
Shared Voting Power
0
9
Sole Dispositive Power
2,499,483 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,499,483 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
2.40% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
34

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-C Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
794,309 *
8
Shared Voting Power
0
9
Sole Dispositive Power
794,309 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
794,309 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.76% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
35

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-D Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) : ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
524,913 *
8
Shared Voting Power
0
9
Sole Dispositive Power
524,913 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
524,913 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.50% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
36

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-F Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
231,782 *
8
Shared Voting Power
0
9
Sole Dispositive Power
231,782 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
231,782 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.22% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
37

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-G Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
231,782 *
8
Shared Voting Power
0
9
Sole Dispositive Power
231,782 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
231,782 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.22% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
38

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-A Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
811,482 *
8
Shared Voting Power
0
9
Sole Dispositive Power
811,482 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
811,482 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.78% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
39

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-E Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
1,800,408 *
8
Shared Voting Power
0
9
Sole Dispositive Power
1,800,408 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,408 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
1.73% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
40

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent International GPE VII-H Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
140,729 *
8
Shared Voting Power
0
9
Sole Dispositive Power
140,729 *
10
Shared Dispositive Power
0
11
Aggregate Amount Benef icially Owned by Each Reporting Person
140,729 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.14% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
41

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
3,804 *
8
Shared Voting Power
0
9
Sole Dispositive Power
3,804 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,804 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.00% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
42

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII 2014 Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
9,735 *
8
Shared Voting Power
0
9
Sole Dispositive Power
9,735 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
9,735 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.01% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
43

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII-A Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
8,988 *
8
Shared Voting Power
0
9
Sole Dispositive Power
8,988 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
8,988 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.01% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
44

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII-A 2014 Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
DELAWARE
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
26,684 *
8
Shared Voting Power
0
9
Sole Dispositive Power
26,684 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
26,684 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.03% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
45

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
64,816 *
8
Shared Voting Power
0
9
Sole Dispositive Power
64,816 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
64,816 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.06% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
46

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII 2014 Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
21,911 *
8
Shared Voting Power
0
9
Sole Dispositive Power
21,911 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
21,911 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.02% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
47

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII-A Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
17,136 *
8
Shared Voting Power
0
9
Sole Dispositive Power
17,136 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
17,136 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.02% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
48

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII-B Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
88,853 *
8
Shared Voting Power
0
9
Sole Dispositive Power
88,853 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
88,853 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.09% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
49

CUSIP No. 45329R109
13D
 

1
Names of Reporting Persons
Advent Partners GPE VII-A 2014 Cayman Limited Partnership
2
Check the Appropriate Box if a Member of a Group
(a) ☐          (b) ☒
3
SEC Use Only
 
4
Source of Funds
OO
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
7
Sole Voting Power
15,460 *
8
Shared Voting Power
0
9
Sole Dispositive Power
15,460 *
10
Shared Dispositive Power
0
11
Aggregate Amount Beneficially Owned by Each Reporting Person
15,460 *
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13
Percent of Class Represented by Amount in Row (11)
0.01% * (1)
14
Type of Reporting Person
PN

*
See Item 5 of this Amendment No. 1 to Schedule 13D.
   
(1)
Calculation based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.
 
50


This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 10, 2017 (as amended from time to time, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedul e 13D.

Item 1.
Security and Issuer

This statement on Schedule 13D is jointly filed by the Reporting Persons (as defined in Item 2 below) with respect to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Syneos Health, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 1030 Sync Street, Morrisville, North Carolina 27560.

Item 2.
Identity and Background

Item 2 of the Schedule 13D is supplemented as follows:

(a) & (f) This Amendment No. 1 is being filed by the following entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):


1.
Advent International Corporation, a Delaware corporation (“Advent”)


2.
Advent International GPE VIII-C Limited Partnership, a Luxembourg limited partnership (“GPE VIII-C”)


3.
Double Eagle Investor Holdings, L.P., a Delaware limited partnership (“Double Eagle Investor Holdings”)


4.
Double Eagle GP, LLC, a Delaware limited liability company (“Double Eagle GP”)


5.
Advent International GPE VII, LLC, a Delaware limited liability company


6.
GPE VII GP Limited Partnership, a Cayman Islands limited partnership


7.
GPE VII GP S.à r.l., a Luxembourg limited partnership


8.
Advent International GPE VIII, LLC, a Luxembourg limited liability company


9.
GPE VIII GP Limited Partnership, a Cayman Islands limited partnership


10.
GPE VIII GP S.à r.l., a Luxembourg limited partnership


11.
AP GPE VIII GP Limited Partnership, a Delaware limited partnership


12.
Advent International GPE VIII Limited Partnership, a Luxembourg limited partnership


13.
Advent International GPE VIII-B Limited Partnership, a Luxembourg limited partnership


14.
Advent International GPE VIII-B-1 Limited Partnership, a Luxembourg limited partnership


15.
Advent International GPE VIII-B-2 Limited Partnership, a Luxembourg limited partnership


16.
Advent International GPE VIII-B-3 Limited Partnership, a Luxembourg limited partnership


17.
Advent International GPE VIII-D Limited Partnership, a Luxembourg limited partnership
 
51



18.
Advent International GPE VIII-F Limited Partnership, a Luxembourg limited partnership


19.
Advent International GPE VIII-H Limited Partnership, a Luxembourg limited partnership


20.
Advent International GPE VIII-I Limited Partnership, a Luxembourg limited partnership


21.
Advent International GPE VIII-J Limited Partnership, a Luxembourg limited partnership


22.
Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership


23.
Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership


24.
Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership


25.
Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership


26.
Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership


27.
Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership


28.
Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership


29.
Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership


30.
Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership


31.
Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership


32.
Advent International GPE VII Limited Partnership, a Luxembourg limited partnership


33.
Advent International GPE VII-B Limited Partnership, a Luxembourg limited partnership


34.
Advent International GPE VII-C Limited Partnership, a Luxembourg limited partnership


35.
Advent International GPE VII-D Limited Partnership, a Luxembourg limited partnership


36.
Advent International GPE VII-F Limited Partnership, a Luxembourg limited partnership


37.
Advent International GPE VII-G Limited Partnership, a Luxembourg limited partnership


38.
Advent International GPE VII-A Limited Partnership, a Cayman Islands limited partnership


39.
Advent International GPE VII-E Limited Partnership, a Cayman Islands limited partnership


40.
Advent International GPE VII-H Limited Partnership, a Cayman Islands limited partnership


41.
Advent Partners GPE VII Limited Partnership, a Delaware limited partnership


42.
Advent Partners GPE VII 2014 Limited Partnership, a Delaware limited partnership


43.
Advent Partners GPE VII-A Limited Partnership, a Delaware limited partnership


44.
Advent Partners GPE VII-A 2014 Limited Partnership, a Delaware limited partnership


45.
Advent Partners GPE VII Cayman Limited Partnership, a Cayman Islands limited partnership
 
52



46.
Advent Partners GPE VII 2014 Cayman Limited Partnership, a Cayman Islands limited partnership


47.
Advent Partners GPE VII-A Cayman Limited Partnership, a Cayman Islands limited partnership


48.
Advent Partners GPE VII-B Cayman Limited Partnership, a Cayman Islands limited partnership


49.
Advent Partners GPE VII-A 2014 Cayman Limited Partnership, a Cayman Islands limited partnership

Double Eagle Investor Holdings and GPE VIII-C are collectively referred to as the “Advent Funds” and each individually as an “Advent Fund.” The Reporting Persons, other than Advent, the Advent Funds, Double Eagle GP, Advent International GPE VII, LLC, Advent International GPE VIII, LLC, GPE VII GP Limited Partnership, GPE VII GP S.à r.l., GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership, are collectively referred to as the “Advent Sub Funds” and each individually as an “Advent Sub Fund.”

The persons serving as Advent’s directors and executive officers are set forth on Schedule A hereto.

Advent is the Sole Member of Double Eagle GP, which in turn is the General Partner of Double Eagle Investor Holdings. Advent is the Manager of Advent International GPE VII, LLC and Advent International GPE VIII, LLC.

Advent International GPE VII, LLC is the manager of GPE VII GP S.à r.l. and the General Partner of GPE VII GP Limited Partnership. Advent International GPE VII, LLC is also the General Partner of Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, and Advent Partners GPE VII-A 2014 Cayman Limited Partnership.

GPE VII GP Limited Partnership is the General Partner of Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and Advent International GPE VII-H Limited Partnership. GPE VII GP S.à r.l. is the General Partner of Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership.

Advent International GPE VIII, LLC is the General Partner of GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership and the Manager of GPE VIII GP S.à r.l. GPE VIII GP S.à r.l. is the General Partner of Advent International GPE VIII Limited Partnership, Advent International GPE VIII-B Limited Partnership, Advent International GPE VIII-B-1 Limited Partnership, Advent International GPE VIII-B-2 Limited Partnership, Advent International GPE VIII-B-3 Limited Partnership, Advent International GPE VIII-D Limited Partnership, Advent International GPE VIII-F Limited Partnership, Advent International GPE VIII-H Limited Partnership, Advent International GPE VIII-I Limited Partnership, and Advent International GPE VIII-J Limited Partnership. GPE VIII GP S.à r.l. is also the General Partner of Advent International GPE VIII-C Limited Partnership.

GPE VIII GP Limited Partnership is the General Partner of Advent International GPE VIII-A Limited Partnership, Advent International GPE VIII-E Limited Partnership, Advent International GPE VIII-G Limited Partnership, Advent International GPE VIII-K Limited Partnership, and Advent International GPE VIII-L Limited Partnership. AP GPE VIII GP Limited Partnership is the General Partner of Advent Partners GPE VIII Cayman Limited Partnership, Advent Partners GPE VIII-A Cayman Limited Partnership, Advent Partners GPE VIII-B Cayman Limited Partnership, Advent Partners GPE VIII Limited Partnership, and Advent Partners GPE VIII-A Limited Partnership.
 
53


(b) The principal business and principal office address of each Reporting Person is c/o Advent International Corporation, Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199.

(c) The principal business of Advent is to operate as an investment advisory firm and to make private equity investments. Each of Double Eagle GP, Advent International GPE VII, LLC, Advent International GPE VIII, LLC, GPE VII GP Limited Partnership, GPE VII GP S.à r.l., GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership serves as the general partner of various Advent funds. The principal business of each of the Advent Funds is to provide risk capital for, and make investments in the securities of, privately held and other businesses. The principal business of each of the Advent Sub Funds is to provide risk capital for, and make investments in the securities of, privately held and other businesses.

(d)(e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws.

Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is supplemented as follows:

On June 17, 2020, pursuant to the Underwriting Agreement, dated September 15, 2020 (the “Underwriting Agreement”), by and among the Advent Funds, the Issuer and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (collectively, the “Underwriters”) and other selling stockholders named therein, the Advent Funds sold an aggregate of 3,766,281 shares of Common Stock to the Underwriters for $59.26 per share as part of an underwritten public offering (the “September 2020 Offering”), as set forth in the table below:

Seller (Reporting Person)
Shares Sold
GPE VIII-C
64,358
Double Eagle Investor Holdings
3,701,923
Total:
3,766,281
   
Shares sold through Double Eagle Investor Holdings:
 
Advent International GPE VIII Limited Partnership
119,301
Advent International GPE VIII-B Limited Partnership
395,173
Advent International GPE VIII-B-1 Limited Partnership
140,226
Advent International GPE VIII-B-2 Limited Partnership
104,552
Advent International GPE VIII-B-3 Limited Partnership
163,261
Advent International GPE VIII-D Limited Partnership
55,040
Advent International GPE VIII-F Limited Partnership
16,312
Advent International GPE VIII-H Limited Partnership
144,509
Advent International GPE VIII-I Limited Partnership
134,377
Advent International GPE VIII-J Limited Partnership
132,054
Advent International GPE VIII-A Limited Partnership
279,835
 
54


Advent International GPE VIII-E Limited Partnership
61,300
Advent International GPE VIII-G Limited Partnership
103,968
Advent International GPE VIII-K Limited Partnership
57,217
Advent International GPE VIII-L Limited Partnership
56,309
Advent Partners GPE VIII Cayman Limited Partnership
27,494
Advent Partners GPE VIII-A Cayman Limited Partnership
3,661
Advent Partners GPE VIII-B Cayman Limited Partnership
47,037
Advent Partners GPE VIII Limited Partnership
4,614
Advent Partners GPE VIII-A Limited Partnership
5,728
Advent International GPE VII Limited Partnership
177,079
Advent International GPE VII-B Limited Partnership
504,842
Advent International GPE VII-C Limited Partnership
160,432
Advent International GPE VII-D Limited Partnership
106,020
Advent International GPE VII-F Limited Partnership
46,815
Advent International GPE VII-G Limited Partnership
46,815
Advent International GPE VII-A Limited Partnership
163,901
Advent International GPE VII-E Limited Partnership
363,643
Advent International GPE VII-H Limited Partnership
28,424
Advent Partners GPE VII Limited Partnership
768
Advent Partners GPE VII 2014 Limited Partnership
1,966
Advent Partners GPE VII-A Limited Partnership
1,815
Advent Partners GPE VII-A 2014 Limited Partnership
5,390
Advent Partners GPE VII Cayman Limited Partnership
13,091
Advent Partners GPE VII 2014 Cayman Limited Partnership
4,425
Advent Partners GPE VII-A Cayman Limited Partnership
3,461
Advent Partners GPE VII-B Cayman Limited Partnership
17,946
Advent Partners GPE VII-A 2014 Cayman Limited Partnership
3,122
Total:
3,701,923

All of the Common Stock that is beneficially owned by the Reporting Persons was acquired for investment purposes. The Reporting Persons may sell all or a portion of the shares of Common Stock now owned in the open market, in privately negotiated transactions or otherwise, at any time and from time to time and at such prices as the Reporting Persons deem advisable. The Reporting Persons intend to review their investment in the Issuer continually. Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may take or propose to take, alone or in conjunction with others including the Issuer, other actions intended to increase or decrease the Reporting Persons’ investment in the Issuer or the value of their investment in the Issuer, which could include one or more of the transactions or actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
 
55


Tom Allen and John Maldonado, each employees of Advent, serve as directors of the Issuer and were appointed to the Issuer’s board of directors as contemplated by the Stockholders’ Agreement.

In connection with the September 2020 Offering, the Advent Funds entered into a customary “lock-up” agreement with the Underwriters, dated September 17, 2020 (the “Lock-up Agreement”) pursuant to which the Advent Funds generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 30-days after the date of the final prospectus relating to the September 2020 Offering without prior written consent from the Underwriters.

The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.3, and a form of the Lock-up Agreements attached as Annex IV to the Underwriting Agreement, each of which is incorporated by reference herein.

Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is supplemented as follows:

(a)(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 as of the close of business on September 21, 2020 are incorporated by reference herein. After giving effect to the sale of the shares of Common Stock described in Item 4 of this Amendment No. 1, as of the close of business on September 21, 2020, the Reporting Persons beneficially owned, in the aggregate, 18,647,036 shares of Common Stock, which represents approximately 17.94% of the Common Stock issued and outstanding.

The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this Amendment No. 1 as of the close of business on September 21, 2020, after giving effect to the sale of shares of Common Stock described in Item 4 of this Amendment No. 1, calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The percentage of Common Stock owned was calculated based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.

Reporting Person
Number of Shares Beneficially Owned
Percentage of Common Stock
Advent International Corporation
18,647,036
17.94%
GPE VIII-C
318,642
0.31%
Double Eagle Investor Holdings
18,328,394
17.63%
Double Eagle GP
18,328,394
17.63%
Advent International GPE VII, LLC
8,169,003
7.86%
GPE VII GP Limited Partnership(2)
2,752,619
2.65%
GPE VII GP S.à r.l.(2)
5,158,997
4.96%
Advent International GPE VIII, LLC
10,478,033
10.08%
GPE VIII GP Limited Partnership(3)
2,765,802
2.66%
GPE VIII GP S.à r.l.(3)
7,273,896
7.00%
AP GPE VIII GP Limited Partnership(3)
438,335
0.42%
Advent International GPE VIII Limited Partnership
590,664
0.57%
 
56


Reporting Person
Number of Shares Beneficially Owned
Percentage of Common Stock
Advent International GPE VIII-B Limited Partnership
1,956,521
1.88%
Advent International GPE VIII-B-1 Limited Partnership
694,268
0.67%
Advent International GPE VIII-B-2 Limited Partnership
517,642
0.50%
Advent International GPE VIII-B-3 Limited Partnership
808,312
0.78%
Advent International GPE VIII-D Limited Partnership
272,508
0.26%
Advent International GPE VIII-F Limited Partnership
80,760
0.08%
Advent International GPE VIII-H Limited Partnership
715,468
0.69%
Advent International GPE VIII-I Limited Partnership
665,308
0.64%
Advent International GPE VIII-J Limited Partnership
653,803
0.63%
Advent International GPE VIII-A Limited Partnership
1,385,475
1.33%
Advent International GPE VIII-E Limited Partnership
303,499
0.29%
Advent International GPE VIII-G Limited Partnership
514,751
0.50%
Advent International GPE VIII-K Limited Partnership
283,286
0.27%
Advent International GPE VIII-L Limited Partnership
278,791
0.27%
Advent Partners GPE VIII Cayman Limited Partnership
136,123
0.13%
Advent Partners GPE VIII-A Cayman Limited Partnership
18,124
0.02%
Advent Partners GPE VIII-B Cayman Limited Partnership
232,883
0.22%
Advent Partners GPE VIII Limited Partnership
22,843
0.02%
Advent Partners GPE VIII-A Limited Partnership
28,362
0.03%
Advent International GPE VII Limited Partnership
876,728
0.84%
Advent International GPE VII-B Limited Partnership
2,499,483
2.40%
Advent International GPE VII-C Limited Partnership
794,309
0.76%
Advent International GPE VII-D Limited Partnership
524,913
0.50%
Advent International GPE VII-F Limited Partnership
231,782
0.22%
Advent International GPE VII-G Limited Partnership
231,782
0.22%
Advent International GPE VII-A Limited Partnership
811,482
0.78%
Advent International GPE VII-E Limited Partnership
1,800,408
1.73%
Advent International GPE VII-H Limited Partnership
140,729
0.14%
Advent Partners GPE VII Limited Partnership(2)
3,804
Less than 0.01%
Advent Partners GPE VII 2014 Limited Partnership(2)
9,735
0.01%
Advent Partners GPE VII-A Limited Partnership(2)
8,988
0.01%
Advent Partners GPE VII-A 2014 Limited Partnership(2)
26,684
0.03%
 
57


Reporting Person
Number of Shares Beneficially Owned
Percentage of Common Stock
Advent Partners GPE VII Cayman Limited Partnership(2)
64,816
0.06%
Advent Partners GPE VII 2014 Cayman Limited Partnership(2)
21,911
0.02%
Advent Partners GPE VII-A Cayman Limited Partnership(2)
17,136
0.02%
Advent Partners GPE VII-B Cayman Limited Partnership(2)
88,853
0.09%
Advent Partners GPE VII-A 2014 Cayman Limited Partnership(2)
15,460
0.01%

(1) Advent is the Sole Member of Double Eagle GP, which in turn is the General Partner of Double Eagle Investor Holdings. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by the Advent Sub Funds. The beneficial ownership of AIC and Double Eagle Investor Holdings derive such power.

(2) Advent is the Manager of Advent International GPE VII, LLC, which in turn is the Manager of the indicated Reporting Persons. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII-A 2014 Cayman Limited Partnership, Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, Advent International GPE VII-H Limited Partnership, Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership. The beneficial ownership of Advent and Advent International GPE VII, LLC derive such power.

(3) Advent is the Manager of Advent International GPE VIII, LLC, which in turn is the Manager of the indicated Reporting Persons. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VIII Limited Partnership, Advent International GPE VIII-B Limited Partnership, Advent International GPE VIII-B-1 Limited Partnership, Advent International GPE VIII-B-2 Limited Partnership, Advent International GPE VIII-B-3 Limited Partnership, Advent International GPE VIII-D Limited Partnership, Advent International GPE VIII-F Limited Partnership, Advent International GPE VIII-H Limited Partnership, Advent International GPE VIII-I Limited Partnership, Advent International GPE VIII-J Limited Partnership, and Advent International GPE VIII-C Limited Partnership, Advent International GPE VIII-A Limited Partnership, Advent International GPE VIII-E Limited Partnership, Advent International GPE VIII-G Limited Partnership, Advent International GPE VIII-K Limited Partnership, Advent International GPE VIII-L Limited Partnership, Advent Partners GPE VIII Cayman Limited Partnership, Advent Partners GPE VIII-A Cayman Limited Partnership, Advent Partners GPE VIII-B Cayman Limited Partnership, Advent Partners GPE VIII Limited Partnership, and Advent Partners GPE VIII-A Limited Partnership. The beneficial ownership of Advent and Advent International GPE VIII, LLC derive such power.

On account of the Advent Stockholders’ Agreement, the Reporting Persons may be deemed to constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person or its affiliates or any other person solely by virtue of the existence of the Advent Stockholders’ Agreement.
 
58


To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A to this Amendment No. 1 beneficially owned shares of Common Stock as of the close of business on September 21, 2020.

(c) Except as disclosed in Item 4 of this Amendment No. 1, which is incorporated herein by reference, no Reporting Person has effected any transactions in the Common Stock during the past 60 days, and to the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A to this Amendment No. 1 effected any transactions in the Common Stock during within the past 60 days.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

The information set forth under Item 4 of this Amendment No. 1 is incorporated herein by reference.

Item 7.
Material to Be Filed as Exhibits

99.3
Underwriting Agreement, dated September 15, 2020, between the Issuer and the Reporting Persons (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Syneos Health, Inc. on September 17, 2020).

99.4*
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.


* Filed herewith.
 
59


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 21, 2020
Advent International Corporation
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Double Eagle Investor Holdings, L.P.
       
 
By: Double Eagle GP, LLC, its General Partner
 
By: Advent International Corporation, its Sole Member
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Double Eagle GP, LLC
       
 
By: Advent International Corporation, its Sole Member
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Advent International GPE VII, LLC
 
Advent International GPE VIII, LLC
       
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
 
60


Date: September 21, 2020
GPE VIII GP S.à r.l.
 
GPE VIII GP Limited Partnership
 
AP GPE VIII GP Limited Partnership
       
 
By: Advent International GPE VIII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
GPE VII GP S.à r.l.
 
GPE VII GP Limited Partnership
       
 
By: Advent International GPE VII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
       
Date: September 21, 2020
Advent International GPE VIII Limited Partnership
 
Advent International GPE VIII-B Limited Partnership
 
Advent International GPE VIII-B-1 Limited Partnership
 
Advent International GPE VIII-B-2 Limited Partnership
 
Advent International GPE VIII-B-3 Limited Partnership
 
Advent International GPE VIII-D Limited Partnership
 
Advent International GPE VIII-F Limited Partnership
 
Advent International GPE VIII-H Limited Partnership
 
Advent International GPE VIII-I Limited Partnership
 
Advent International GPE VIII-J Limited Partnership
 
Advent International GPE VIII-C Limited Partnership
       
 
By: GPE VIII GP S.à r.l., its General Partner
 
 
By: Advent International GPE VIII, LLC, its Manager
/s/ Justin Nuccio
 
By: Advent International Corporation, its Manager
Justin Nuccio, Manager 
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
0;
Title:
Vice President of Finance – Fund Administration
 
61


Date: September 21, 2020
Advent International GPE VIII-A Limited Partnership
 
Advent International GPE VIII-E Limited Partnership
 
Advent International GPE VIII-G Limited Partnership
 
Advent International GPE VIII-K Limited Partnership
 
Advent International GPE VIII-L Limited Partnership
       
 
By: GPE VIII GP Limited Partnership, its General Partner
 
By: Advent International GPE VIII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Advent Partners GPE VIII Cayman Limited Partnership
 
Advent Partners GPE VIII-B Cayman Limited Partnership
 
Advent Partners GPE VIII Limited Partnership
 
Advent Partners GPE VIII-A Limited Partnership
 
Advent Partners GPE VIII-A Cayman Limited Partnership
       
 
By: AP GPE VIII GP Limited Partnership, its General Partner
 
By: Advent International GPE VIII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Advent International GPE VII Limited Partnership
 
Advent International GPE VII-B Limited Partnership
 
Advent International GPE VII-C Limited Partnership
 
Advent International GPE VII-D Limited Partnership
 
Advent International GPE VII-F Limited Partnership
 
Advent International GPE VII-G Limited Partnership
       
       
 
By: GPE VII GP S.à r.l., its General Partner
 
 
By: Advent International GPE VII, LLC, its Manager
/s/ Justin Nuccio
 
By: Advent International Corporation, its Manager
Justin Nuccio, Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
 
62


Date: September 21, 2020
Advent International GPE VII-A Limited Partnership
 
Advent International GPE VII-E Limited Partnership
 
Advent International GPE VII-H Limited Partnership
       
 
By: GPE VII GP Limited Partnership, its General Partner
 
By: Advent International GPE VII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
       
Date: September 21, 2020
Advent Partners GPE VII Limited Partnership
 
Advent Partners GPE VII 2014 Limited Partnership
 
Advent Partners GPE VII-A Limited Partnership
 
Advent Partners GPE VII-A 2014 Limited Partnership
 
Advent Partners GPE VII Cayman Limited Partnership
 
Advent Partners GPE VII 2014 Cayman Limited Partnership
 
Advent Partners GPE VII-A Cayman Limited Partnership
 
Advent Partners GPE VII-B Cayman Limited Partnership
 
Advent Partners GPE VII-A 2014 Cayman Limited Partnership
       
 
By: Advent International GPE VII, LLC, its General Partner
 
By: Advent International Corporation, its Manager
       
 
/s/
Michael Ristaino
 
 
Name:
Michael Ristaino
 
 
Title:
Vice President of Finance – Fund Administration
 
63


SCHEDULE A

The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199. All of the persons other than James Brocklebank, Patrice Etlin and Jan Janshen listed below are citizens of the United States. Mr. Brocklebank is a citizen of the United Kingdom. Mr. Etlin is a citizen of Brazil. Mr. Janshen is a citizen of Germany.

Name
 
Position with Advent International Corporation
 
Principal Occupation (if different)
Thomas H. Lauer
 
Director
   
Richard F. Kane
 
Senior Vice President of Operations and Business Development & Managing Director; Assistant Secretary
   
Eileen Sivolella
 
Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary
   
James R. Westra
 
Senior Vice President & Managing Partner; Chief Legal Officer; General Counsel
   
Andrew D. Dodge
 
Vice President; Deputy General Counsel; Secretary
   
Heather R. Zuzenak
 
Chief Compliance Officer
   
Jarlyth H. Gibson
 
Risk Officer; Assistant Treasurer
   
James G.A. Brocklebank
 
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
   
Patrice Etlin
 
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
   
John L. Maldonado   Senior Vice President & Managing Partner; Executive Officers’ Committee Member    
Jan Janshen
 
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
   
David M. Mussafer
 
Director; Chairman & Managing Partner; Executive Officers’ Committee Member
   
David M. McKenna
 
Director
   
Steven M. Tadler
 
Director
   
John F. Brooke
 
Director
 
Managing Director of Brooke Private Equity Associates (1)
Mark Hoffman
 
Director
   

(1) The business address of Brooke Private Equity Associates is 20 Custom House St., Suite 610, Boston, MA 02110.



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