Sec Form 13G Filing - Advent International L.P. filing for Sovos Brands Inc. (SOVO) - 2022-02-14

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 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*

 
Sovos Brands, Inc.
 (Name of Issuer)

 
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
 
84612U107
(CUSIP Number)
 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)

*
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 the disclosures provided in a prior cover page.
 
The information required in 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 (“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. 84612U107
SCHEDULE 13G
Page  2 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
63,537,154
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
63,537,154
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
63,537,154
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
63.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.
 

CUSIP No. 84612U107
SCHEDULE 13G
Page  3 of 41 Pages
1
NAMES OF REPORTING PERSONS
 
 
Noosa GP, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
21,550,685
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
21,550,685
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,550,685
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
21.4% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  4 of 41 Pages
1
NAMES OF REPORTING PERSONS
 
 
Noosa Holdco, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
21,550,685
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
21,550,685
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,550,685
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
21.4% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  5 of 41 Pages
1
NAMES OF REPORTING PERSONS
 
 
Advent International VIII, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
41,986,469
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
41,986,469
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
41,986,469
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
41.6% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  6 of 41 Pages
1
NAMES OF REPORTING PERSONS
 
 
GPE VIII GP S.à.r.l.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
29,253,338
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
29,253,338
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
29,253,338
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
29.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  7 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,320,746
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,320,746
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,320,746
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  8 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,800,090
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,800,090
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,800,090
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  9 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,087,741
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,087,741
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,087,741
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  10 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
3,260,015
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
3,260,015
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,260,015
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  11 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 

Delaware
 
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPOR TING PERSON WITH
5
SOLE VOTING POWER
 
 
7,869,078
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
7,869,078
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
7,869,078
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  12 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,285,200
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,285,200
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,285,200
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.


CUSIP No. 84612U107
SCHEDULE 13G
Page  13 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,099,040
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,099,040
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,099,040
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  14 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
325,668
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
325,668
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
325,668
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.3% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  15 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,885,576
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,885,576
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,885,576
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  16 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,683,273
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,683,273
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,683,273
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  17 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,636,911
 
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,636,911
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,636,911
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.6% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  18 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
10,981,181
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
10,981,181
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,981,181
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  19 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,443,642
 
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,443,642
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,443,642
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.4% (1)
 
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  20 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,224,032
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,224,032
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,224,032
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.2% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  21 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,076,096
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,076,096
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,076,096
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  22 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,113,064
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,113,064
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,113,064
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  23 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,124,347
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,124,347
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,124,347
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  24 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,751,950
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,751,950
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,751,950
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.


CUSIP No. 84612U107
SCHEDULE 13G
Page  25 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
91,818
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
91,818
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
91,818
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  26 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
534,787
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
534,787
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
534,787
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.5% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  27 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
114,407
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
114,407
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
114,407
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

CUSIP No. 84612U107
SCHEDULE 13G
Page  28 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
71,247
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
71,247
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,247
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.


CUSIP No. 84612U107
SCHEDULE 13G
Page  29 of 41 Pages
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
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
939,691
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
939,691
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
939,691
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
The percent of class was calculated based on 100,892,547 shares of Common Stock outstanding as of November 5, 2021, as disclo sed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.


CUSIP No. 84612U107
SCHEDULE 13G
Page  30 of 41 Pages
Item 1.
Issuer

 
(a)
Name of Issuer:
Sovos Brands, Inc. (the “Issuer”)

 
(b)
Address of Issuer’s Principal Executive Offices:

168 Centennial Parkway, Suite 200
Louisville, CO 80027

Item 2.
Filing Person

 
(a)–(c)
Name of Persons Filing; Address; Citizenship:

 
(i)
Advent International Corporation, a Delaware corporation;
  (ii)
Noosa GP, Inc., a Delaware corporation;
  (iii)
Noosa Holdco, L.P., a Delaware limited partnership;
  (iv)
Advent International GPE VIII, LLC, a Delaware limited liability company;
  (v)
GPE VIII GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
  (vi)
Advent International GPE VIII Limited Partnership, a Delaware limited partnership;
  (vii)
Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership;
  (viii)
Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership;
  (ix)
Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership;
  (x)
Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership;
  (xi)
Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership;
  (xii)
Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership;
  (xiii)
Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership;
  (xiv)
Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership;
  (xv)
Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership;
  (xvi)
Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (the funds set forth in the foregoing clauses (vi)-(xvi), the “Advent VIII Luxembourg Funds”);
  (xvii)
GPE VIII GP Limited Partnership, a Cayman Islands limited partnership;
  (xviii)
Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership;
  (xix)
Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership;
  (xx)
Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership;
  (xxi)
Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership;
  (xxii)
Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xviii)-(xxii), the “Advent VIII Cayman Funds”);
  (xxiii)
AP GPE VIII GP Limited Partnership, a Delaware limited partnership;
  (xxiv)
Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;
  (xxv)
Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership;
  (xxvi)
Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;
  (xxvii)
Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
  (xxviii)
Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xxiv)-(xxviii), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).

Noosa LP is beneficially owned by the following funds: (a) 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 funds set forth in the foregoing clause (a), the “Advent VII Luxembourg Funds”); (b) Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (the funds set forth in the foregoing clause (b), the “Advent VII Cayman Funds”); and (c) Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership and Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the funds set forth in the foregoing clause (c), the “Advent VII Partners Funds” and, together with the Advent VII Luxembourg Funds and the Advent VII Cayman Funds, the “Advent VII Funds”). The Advent VII Funds have ownership interests in Noosa LP and its general partner, Noosa GP, Inc., but none of the Advent VII Funds has voting or dispositive power over any shares.


CUSIP No. 84612U107
SCHEDULE 13G
Page  31 of 41 Pages
GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership. GPE VII GP S.à.r.l. is the general partner of the Advent VII Luxembourg Funds. GPE VII GP Limited Partnership is the general partner of the Advent VII Cayman Funds. Advent International GPE VII, LLC is the manager of GPE VII GP S.à.r.l. and is the general partner of GPE VII GP Limited Partnership and each of the Advent VII Partners Funds.

Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds, and is the manager of Advent International GPE VII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VII Luxembourg Funds, the Advent VII Cayman Funds, the Advent VII Partners Funds and Noosa LP.

The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.

 
(d)
Title of Class of Securities:

Common Stock, $0.001 par value per share ( “Common Stock”)

 
(e)
CUSIP Number:

84612U107

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item  4.
Ownership.

 
(a) -- (c)
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


CUSIP No. 84612U107
SCHEDULE 13G
Page  32 of 41 Pages
   
Number of Shares
Beneficially
Owned
   
Sole Voting
Power
   
Shared
Voting
Power
   
Sole
Dispositive
Power
   
Shared
Dispositive
Power
   
Percentage
of
Common
Stock
Outstanding
 
Advent International Corporation
   
63,537,154
     
63,537,154
     
     
63,537,154
     
     
63.0
%
Noosa GP, Inc.
   
21,550,685
     
21,550,685
     
     
21,550,685
     
     
21.4
%
Noosa Holdco, L.P.
   
21,550,685
     
21,550,685
     
     
21,550,685
     
     
21.4
%
Advent International GPE VIII, LLC
   
41,986,469
     
41,986,469
     
     
41,986,469
     
     
41.6
%
GPE VIII GP S.à.r.l.
   
29,253,338
     
29,253,338
     
     
29,253,338
     
     
29.0
%
Advent International GPE VIII Limited Partnership
   
2,320,746
     
2,320,746
     
     
2,320,746
     
     
2.3
%
Advent International GPE VIII-B-1 Limited Partnership
   
2,800,090
     
2,800,090
     
     
2,800,090
     
     
2.8
%
Advent International GPE VIII-B-2 Limited Partnership
   
2,087,741
     
2,087,741
     
     
2,087,741
     
     
2.1
%
Advent International GPE VIII-B-3 Limited Partnership
   
3,260,015
     
3,260,015
     
     
3,260,015
     
     
3.2
%
Advent International GPE VIII-B Limited Partnership
   
7,869,078
     
7,869,078
     
     
7,869,078
     
     
7.8
%
Advent International GPE VIII-C Limited Partnership
   
1,285,200
     
1,285,200
     
     
1,285,200
     
     
1.3
%
Advent International GPE VIII-D Limited Partnership
   
1,099,040
     
1,099,040
     
     
1,099,040
     
     
1.1
%
Advent International GPE VIII-F Limited Partnership
   
325,668
     
325,668
     
     
325,668
     
     
0.3
%
Advent International GPE VIII-H Limited Partnership
   
2,885,576
     
2,885,576
     
     
2,885,576
     
     
2.9
%
Advent International GPE VIII-I Limited Partnership
   
2,683,273
     
2,683,273
     
     
2,683,273
     
     
2.7
%
Advent International GPE VIII-J Limited Partnership
   
2,636,911
     
2,636,911
     
     
2,636,911
     
     
2.6
%
GPE VIII GP Limited Partnership
   
10,981,181
     
10,981,181
     
     
10,981,181
     
     
10.9
%
Advent International GPE VIII-A Limited Partnership
   
5,443,642
     
5,443,642
     
     
5,443,642
     
     
5.4
%
Advent International GPE VIII-E Limited Partnership
   
1,224,032
     
1,224,032
     
     
1,224,032
     
     
1.2
%
Advent International GPE VIII-G Limited Partnership
   
2,076,096
     
2,076,096
     
     
2,076,096
     
     
2.1
%
Advent International GPE VIII-K Limited Partnership
   
1,113,064
     
1,113,064
     
     
1,113,064
     
     
1.1
%


CUSIP No. 84612U107
SCHEDULE 13G
Page  33 of 41 Pages

Advent International GPE VIII-L Limited Partnership
   
1,124,347
     
1,124,347
     
     
1,124,347
     
     
1.1
%
AP GPE VIII GP Limited Partnership
   
1,751,950
     
1,751,950
     
     
1,751,950
     
     
1.7
%
Advent Partners GPE VIII Limited Partnership
   
91,818
     
91,818
     
     
91,818
     
     
0.1
%
Advent Partners GPE VIII Cayman Limited Partnership
   
534,787
     
534,787
     
     
534,787
     
     
0.5
%
Advent Partners GPE VIII-A Limited Partnership
   
114,407
     
114,407
     
     
114,407
     
     
0.1
%
Advent Partners GPE VIII-A Cayman Limited Partnership
   
71,247
     
71,247
     
     
71,247
     
     
0.1
%
Advent Partners GPE VIII-B Cayman Limited Partnership
   
939,691
      939,691      
     
939,691
     
     
0.9
%

The foregoing excludes an aggregate of 3,101,594 shares of common stock of the Issuer that the Advent Funds may be entitled to receive upon the forfeiture of shares of restricted common stock currently held by certain directors and employees of the Issuer pursuant to a pre-set formula set forth in the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, as amended.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. 

Item  6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1)..

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification.

Not applicable.

CUSIP No. 84612U107
SCHEDULE 13G
Page  34 of 41 Pages
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: February 14, 2022
ADVENT INTERNATIONAL CORPORATION
   
 
/s/ Neil Crawford
 
Name:
Neil Crawford
 
Title:
Director, Fund Administration
   
Date: February 14, 2022
NOOSA HOLDCO, LP
 
By: NOOSA GP, INC., GENERAL PARTNER
   
 
/s/ David Roberts
 
Name:
David Roberts
 
Title:
President & Secretary
   
Date: February 14, 2022
NOOSA GP, INC.
   
 
/s/ David Roberts
 
Name:
David Roberts
 
Title:
President & Secretary

Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII 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-B LIMITED PARTNERSHIP
 
ADVENT INTERNATIONAL GPE VIII-C 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


CUSIP No. 84612U107
SCHEDULE 13G
Page  35 of 41 Pages
  By:
GPE VIII GP S.A.R.L., GENERAL PARTNER
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
     
 
/s/ Justin Nuccio
  Name:
Justin Nuccio
  Title:
Manager
     
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration
     
Date: February 14, 2022
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, GENERAL PARTNER
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration


CUSIP No. 84612U107
SCHEDULE 13G
Page  36 of 41 Pages
Date: February 14, 2022
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP
 
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP
   
  By:
ADVENT GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration
     
Date: February 14, 2022
GPE VIII GP S.A.R.L.
     
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
     
 
/s/ Justin Nuccio
  Name:
Justin Nuccio
  Title:
Manager
     
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration
     
Date: February 14, 2022
GPE VIII GP LIMITED PARTNERSHIP
     
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
   
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration


CUSIP No. 84612U107
SCHEDULE 13G
Page  37 of 41 Pages
 
AP GPE VIII GP LIMITED PARTNERSHIP
     
  By:
ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration
     
Date: February 14, 2022
ADVENT INTERNATIONAL GPE VIII, LLC
     
  By:
ADVENT INTERNATIONAL CORPORATION, MANAGER
     
 
/s/ Neil Crawford
  Name:
Neil Crawford
  Title:
Director, Fund Administration