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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
lululemon athletica inc.
(Name of Issuer)
Common Stock, par value $0.005
(Title of Class of Securities)
550021109
(CUSIP Number)
Bryan Dornfried, Senior Manager – Fund Administration
c/o Advent International Corporation
Prudential Tower, 800 Boylston Street, Suite 3300
Boston, MA 02199-8069
Tel: 617−951−9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2019
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 (“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).
13D
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
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||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
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||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
4.18%*
|
|
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|||
|
|
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||||
|
14
|
TYPE OF REPORTING PERSON
|
|
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||
|
CO, IA
|
|
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|||
|
|
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||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
2
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,105,279*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
4.18%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
3
|
1
|
N
AME OF REPORTING PERSONS
|
|
|
||
|
Advent Puma Acquisition Limited
|
|
|
|||
|
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
4,954,122*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
4,954,122*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,954,122*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
4.05%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
4
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
1,729,260*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,729,260*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,729,260*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.41%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
5
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCE
EDINGS 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
|
|
|
|
|
595,561*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
595,561*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
595,561*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.49%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
6
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
1,052,566*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,052,566*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,052,566*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.86%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
7
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
81,133*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
81,133*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
81,133*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 0.07%* |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
8
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
643,469*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
643,469*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
643,469*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.53%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
9
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
1,460,795*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,460,795*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,460,795*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.19%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
10
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
464,366*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
464,366*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
464,366*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.38%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
11
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
385,132*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
385,132*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
385,132*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.31%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
12
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
135,550*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
135,550*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
135,550*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.11%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
13
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
135,550*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
135,550*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
135,550*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.11%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
14
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
GPE VII GP S.à r.l.
|
|
|
|||
|
|
|
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
3,224,862*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,224,862*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,224,862*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.64%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
15
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
2,271*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
2,271*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,271*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
<0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
16
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
49,498*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
49,498*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
49,498*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.04%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
17
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
5,437*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,437*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,437*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
<0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
18
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
13,090*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
13,090*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
13,090*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
19
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
53,988*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
53,988*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
53,988*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
| ||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.04%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
20
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
3,125*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,125*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 3,125* |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
<0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
21
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
8,883*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
8,883*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| None |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,883*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
22
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
8,601*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
8,601*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
8,601*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
23
|
1
|
NAME 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
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
|
6,264*
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
6,264*
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
6,264*
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.01%*
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
* See Item 5 of this Amendment No. 4 to Schedule 13D.
24
This Amendment No. 4 (“Amendment No. 4”) amends the Statement on Schedule 13D first filed on August 18, 2014, and as amended (the
“Schedule 13D”), and is jointly filed by the Reporting Persons (as defined in Item 2 below) with respect to the Common Stock, par value $0.005 per share (the “Common Stock”), of lululemon athletica inc., (the “Corporation” or the “Issuer”).
Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.
| Item 2. |
Identity and Background
|
Item 2 of the Schedule 13D is supplemented as follows:
(a) & (f) This Amendment No. 4 is being filed by the following entities:
| 1. |
Advent International Corporation, a Delaware Corporation
|
| 2. |
Advent International GPE VII, LLC, a Delaware limited liability company
|
| 3. |
Advent Puma Acquisition Limited, a Cayman Islands limited company
|
| 4. |
GPE VII GP Limited Partnership, a Cayman Islands limited partnership
|
| 5. |
GPE VII GP S.à r.l., a Luxembourg limited liability company
|
| 6. |
Advent International GPE VII-A Limited Partnership, a Cayman Islands limited partnership
|
| 7. |
Advent International GPE VII-E Limited Partnership, a Cayman Islands limited partnership
|
| 8. |
Advent International GPE VII-H Limited Partnership, a Cayman Islands limited partnership
|
| 9. |
Advent International GPE VII Limited Partnership, a Luxembourg limited partnership
|
| 10. |
Advent International GPE VII-B Limited Partnership, a Luxembourg limited partnership
|
| 11. |
Advent International GPE VII-C Limited Partnership, a Luxembourg limited partnership
|
| 12. |
Advent International GPE VII-D Limited Partnership, a Luxembourg limited partnership
|
| 13. |
Advent International GPE VII-F Limited Partnership, a Luxembourg limited partnership
|
| 14. |
Advent International GPE VII-G Limited Partnership, a Luxembourg limited p
artnership
|
| 15. |
Advent Partners GPE VII Limited Partnership, a Delaware limited partnership
|
| 16. |
Advent Partners GPE VII Cayman Limited Partnership, a Cayman Islands limited partnership
|
| 17. |
Advent Partners GPE VII – A Limited Partnership, a Delaware limited partnership
|
| 18. |
Advent Partners GPE VII – A Cayman Limited Partnership, a Cayman Islands limited partnership
|
| 19. |
Advent Partners GPE VII – B Cayman Limited Partnership, a Cayman Islands limited partnership
|
| 20. |
Advent Partners GPE VII 2014 Limited Partnership, a Delaware limited partnership
|
| 21. |
Advent Partners GPE VII 2014 Cayman Limited Partnership, a Cayman Islands limited partnership
|
| 22. |
Advent Partners GPE VII – A 2014 Limited Partnership, a Delaware limited partnership
|
| 23. |
Advent Partners GPE VII – A 2014 Cayman Limited Partnership, a Cayman Islands limited partnership
|
The entities listed in subparagraphs (1) through (23) above are herein collectively referred to as the “Reporting Persons” and
individually as a “Reporting Person.” The entities listed in subparagraphs (6) through (23) above are herein collectively referred to as the “Advent Funds” and individually as an “Advent Fund.” The entities listed in subparagraphs (15) through
(23) above are herein collectively referred to as the “Specified Advent Funds” and individually as a “Specified Advent Fund.” A joint filing agreement by the Reporting Persons pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, is included as Exhibit 99.5 to this Amendment No. 4.
25
Advent International Corporation (“AIC”) is a Delaware corporation, and the persons serving as its directors and executive officers are
set forth on Schedule A hereto.
Advent Puma Acquisition Limited (“APAL”) is owned by the Advent Funds other than the Specified Advent Funds.
AIC is the Manager of Advent International GPE VII, LLC (“AIGPE VII LLC”) which in turn is the General Partner of the following
entities: 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 2014 Cayman Limited Partnership; Advent Partners GPE VII – A 2014 Limited Partnership; Advent Partners GPE VII – A 2014 Cayman Limited
Partnership; GPE VII GP S.à r.l. (“GPEVII GP SARL”); and GPE VII GP Limited Partnership (“GPEVII GP”).
GPEVII GP SARL is the General Partner of the following entities: 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.
GPEVII GP is the General Partner of the following entities: Advent International GPE VII-A Limited Partnership; Advent International GPE
VII-E Limited Partnership; and Advent International GPE VII-H Limited Partnership.
(b) The principal business address of each Reporting Person is c/o Advent
International Corporation, Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199-8069.
(c) The principal business of AIC is to operate as an investment advisory firm and to make private equity investments. The principal business of each
Reporting Person other than AIC, AIGPE VII LLC, GPEVII GP and GPEVII GP SARL is to provide risk capital for, and make investments in the securities of, privately held and other businesses. Each of AIGPE VII LLC, GPEVII GP and GPEVII GP SARL
serves as the general partner of various Advent funds.
(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 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:
The information set forth under Item 2 of this
Amendment No. 4 is incorporated herein by reference.
26
On March 28, 2019, APAL and the Specified Advent Funds sold, at $163.53 per share, an aggregate of 5,000,000 shares of Common Stock
(1,000,000 shares to the Issuer and 4,000,000 to a broker/dealer pursuant to Rule 144), as set forth in the table below:
|
Seller (Reporting Person)
|
Sale to
Issuer
|
Rule 144
Sale
|
Total Sales
|
|||||||||
|
Advent Puma Acquisition Limited
|
970,392
|
3,881,569
|
4,851,961
|
|||||||||
|
Advent Partners GPE VII-A Limited Partnership
|
1,065
|
4,259
|
5,324
|
|||||||||
|
Advent Partners GPE VII-A Cayman Limited Partnership
|
2,564
|
10,256
|
12,820
|
|||||||||
|
Advent Partners GPE VII-B Cayman Limited Partnership
|
10,575
|
42,299
|
52,874
|
|||||||||
|
Advent Partners GPE VII 2014 Limited Partnership
|
612
|
2,447
|
3,059
|
|||||||||
|
Advent Partners GPE VII 2014 Cayman Limited Partnership
|
1,740
|
6,960
|
8,700
|
|||||||||
|
Advent Partners GPE VII-A 2014 Limited Partnership
|
1,685
|
6,740
|
8,425
|
|||||||||
|
Advent Partners GPE VII-A 2014 Cayman Limited Partnership
|
1,227
|
4,908
|
6,135
|
|||||||||
|
Advent Partners GPE VII Limited Partnership
|
445
|
1,780
|
2,225
|
|||||||||
|
Advent Partners GPE VII Cayman Limited Partnership
|
9,695
|
38,782
|
48,477
|
|||||||||
|
1,000,000
|
4,000,000
|
5,000,000
|
||||||||||
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.
David M. Mussafer (“Mr. Mussafer”) and Tricia Patrick (“Ms. Patrick”), each employees of AIC, serve as directors of the Issuer and were
appointed to the Issuer’s board of directors as contemplated by the Support Agreement.
| Item 5. |
Interests in the Securities of the Issuer.
|
Item 5 of the Schedule 13D is supplemented as follows:
(a) and (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 4 as of the close
of business on April 1, 2019, are incorporated herein by reference. After giving effect to the sale of shares of Common Stock described in Item 4 of this Amendment No. 4, as of the close of business on April 1, 2019, the Reporting Persons
beneficially owned in the aggregate 5,105,279 shares of Common Stock, representing approximately 4.18% of the shares of Common Stock outstanding. Percentage ownership calculations are based on 122,280,140 shares of Common Stock outstanding as of
March 21, 2019 after giving effect to the repurchase by the Issuer described in Item 4 of this Amendment No. 4 (based on shares of Common Stock outstanding disclosed in the Issuer’s Form 10-K filed with the SEC on March 27, 2019). The shares of
Common Stock beneficially owned by the Reporting Persons as of clo
se of business on April 1, 2019, were held directly as follows: APAL (4,954,122 shares); Advent Partners GPE VII-A Limited Partnership (5,437 shares); Advent Partners GPE VII-A
Cayman Limited Partnership (13,090 shares); Advent Partners GPE VII-B Cayman Limited Partnership (53,988 shares); Advent Partners GPE VII 2014 Limited Partnership (3,125 shares); Advent Partners GPE VII 2014 Cayman Limited Partnership (8,883
shares); Advent Partners GPE VII-A 2014 Limited Partnership (8,601 shares); Advent Partners GPE VII-A 2014 Cayman Limited Partnership (6,264 shares); Advent Partners GPE VII Limited Partnership (2,271 shares); and Advent Partners GPE VII Cayman
Limited Partnership (49,498 shares).
27
As of March 21, 2019, the Issuer also had outstanding 7,669,716 shares of special voting stock (as disclosed in the Issuer’s Form 10-K
filed with the SEC on March 27, 2019), through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the Issuer. The special voting stock and the Common Stock generally vote
together as a single class on all matters on which the Common Stock is entitled to vote. Accordingly, as of the close of business on April 1, 2019, the shares of Common Stock beneficially owned in the aggregate by the Reporting Persons
represented approximately 3.93% of the shares of the voting power of the Issuer’s shares of Common Stock and special voting stock 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. 4 as of the close of business on April 1, 2019, after giving effect to the sale of shares of Common Stock described in Item 4 of this Amendment No. 4. The aggregate number and percentage of the Common Stock
beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3 of the Exchange Act.
|
Reporting Persons
|
Number of
Shares
Beneficially
Owned
|
Percentage
of Common
Stock
Outstanding
|
||||||
|
Advent International Corporation (1) (2) (3)
|
5,105,279
|
4.18
|
%
|
|||||
|
Advent International GPE VII, LLC (1) (2) (3)
|
5,105,279
|
4.18
|
%
|
|||||
|
Advent Puma Acquisition Limited (4)
|
4,954,122
|
4.05
|
%
|
|||||
|
GPE VII GP S.à r.l. (1) (2)
|
3,224,862
|
2.64
|
%
|
|||||
|
GPE VII GP Limited Partnership (1) (3)
|
1,729,260
|
1.41
|
%
|
|||||
|
Advent Partners GPE VII – A Limited Partnership (1)
|
5,437
|
<0.01
|
% | |||||
|
Advent Partners GPE VII – A Cayman Limited Partnership (1)
|
13,090
|
0.01
|
%
|
|||||
|
Advent Partners GPE VII – B Cayman Limited Partnership (1)
|
53,988
|
0.04
|
%
|
|||||
|
Advent Partners GPE VII 2014 Limited Partnership (1)
|
3,125
|
<0.01
|
%
|
|||||
|
Advent Partners GPE VII 2014 Cayman Limited Partnership (1)
|
8,883
|
0.01
|
%
|
|||||
|
Advent Partners GPE VII – A 2014 Limited Partnership (1)
|
8,601
|
0.01
|
%
|
|||||
|
Advent Partners GPE VII – A 2014 Cayman Limited Partnership (1)
|
6,264
|
0.01
|
%
|
|||||
|
Advent Partners GPE VII Limited Partnership (1)
|
2,271
|
<0.01
|
% |
|||||
|
Advent Partners GPE VII Cayman Limited Partnership (1)
|
49,498
|
0.04
|
%
|
|||||
|
Advent International GPE VII-A Limited Partnership (3)
|
595,561
|
0.49
|
%
|
|||||
|
Advent International GPE VII-E Limited Partnership (3)
|
1,052,566
|
0.86
|
%
|
|||||
|
Advent International GPE VII-H Limited Partnership (3)
|
81,133
|
0.07
|
%
|
|||||
|
Advent International GPE VII Limited Partnership (2)
|
643,469
|
0.53
|
%
|
|||||
|
Advent International GPE VII-B Limited Partnership (2)
|
1,460,795
|
1.19
|
%
|
|||||
|
Advent International GPE VII-C Limited Partnership (2)
|
464,366
|
0.38
|
%
|
|||||
|
Advent International GPE VII-D Limited Partnership (2)
|
385,132
|
0.31
|
%
|
|||||
|
Advent International GPE VII-F Limited Partnership (2)
|
135,550
|
0.11
|
%
|
|||||
|
Advent International GPE VII-G Limited Partnership (2)
|
135,550
|
0.11
|
%
|
|||||
|
Total Group
|
5,105,279
|
4.18
|
%
|
|||||
28
| (1) |
AIC is the Manager of Advent International GPE VII, LLC (“AIGPE VII LLC”) which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the
sole power to vote and dispose of the securities beneficially owned by: 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 2014 Cayman Limited Partnership; Advent Partners GPE VII – A
2014 Limited Partnership; Advent Partners GPE VII – A 2014 Cayman Limited Partnership. The beneficial ownership of AIC and AIGPE VII LLC derive from such power.
|
| (2) |
AIC is the Manager of AIGPE VII LLC which in turn is a Manager of GPE VII GP S.à r.l. (“GPEVII GP SARL”) which in turn is the General Partner of the indicated Reporting
Persons. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by 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 AIC, AIGPE VII LLC and
GPEVII GP SARL derive from such power.
|
| (3) |
AIC is the Manager of AIGPE VII LLC which in turn is the General Partner of GPE VII GP Limited Partnership (“GPEVII GP”) which in turn is the General Partner of the
indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and
Advent International GPE VII-H Limited Partnership. The beneficial ownership of AIC, AIGPE VII LLC and GPEVII GP derive from such power.
|
| (4) |
The owners of APAL are the Advent Funds other than the Specified Advent Funds.
|
To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A to this
Amendment No. 4 beneficially owned shares of Common Stock as of the close of business on April 1, 2019, except that Mr. Mussafer beneficially owned 27,358 shares of Common Stock and Ms. Patrick beneficially owned 1,603 shares of Common Stock.
(c) Except as disclosed in Item 4 of this Amendment No. 4, 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. 4 effected any transactions in
the Common Stock during within the past 60 days.
(e) On March 28, 2019, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock
outstanding.
| Item 7. |
Materials to be Filed as Exhibits.
|
Item 7 of the Schedule 13D is supplemented as follows:
| Exhibit 99.5 |
Joint Filing Agreement pursuant to Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
29
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 1, 2019
|
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, General Partner
|
|
|
By:
|
Advent International GPE VII, LLC, General Partner
|
|
|
By:
|
Advent International Corporation, Manager
|
|
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
|
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., General Partner
|
|
|
By:
|
Advent International GPE VII, LLC, Manager By:
Justin Nuccio, Manager†
|
|
|
By:
|
Advent International Corporation, Manager
|
|
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
|
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 2014 Cayman Limited Partnership
|
||
|
Advent Partners GPE VII – A 2014 Limited Partnership
|
||
|
Advent Partners GPE VII – A 2014 Cayman Limited Partnership
|
||
|
By:
|
Advent International GPE VII, LLC, General Partner
|
|
|
By:
|
Advent International Corporation, Manager
|
|
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
|
GPE VII GP Limited Partnership
|
||
|
GPE VII GP S.à r.l.
|
||
|
By:
|
Advent International GPE VII, LLC, Manager By: Justin Nuccio, Manager†
|
|
|
By:
|
Advent International Corporation, Manager
|
|
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
|
Advent International GPE VII, LLC
|
||
|
By:
|
Advent International Corporation, Manager
|
|
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
|
Advent International Corporation
|
||
|
By:
|
Bryan Dornfried, Senior Manager – Fund Administration*
|
|
30
|
*For the above:
|
|||
|
By:
|
/s/ Bryan Dornfried | ||
|
Bryan Dornfried, Senior Manager – Fund Administration
|
|||
|
†For the above:
|
|||
|
By:
|
/s/ Justin Nuccio | ||
|
Justin Nuccio, Manager
|
|||
|
Advent Puma Acquisition Limited
|
|||
|
By:
|
/s/ Michael Ristaino | ||
|
Michael Ristaino, Director
|
|||
31
SCHEDULE A
| I. |
Advent International Corporation
|
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, Massachusetts 02199-8069. All of the persons listed below are
United States citizens other than James Brocklebank, Patrice Etlin and Jan Janshen. Mr. Brocklebank is a citizen of the United Kingdom; Mr. Etlin is a citizen of Brazil; and Mr. Janshen is a citizen of Germany.
|
Name
|
Position with Advent
International Corporation
|
Principal Occupation
(if different)
|
|
Peter A. Brooke
|
Director, Chairman Emeritus
|
|
|
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
|
|
|
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; Senior Vice President & Managing Partner; Executive Officers’ Committee Member
|
|
|
Steven M. Tadler
|
Director; Senior Vice President & Managing Partner
|
|
|
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.
| II. |
Advent Puma Acquisition Limited
|
The directors of Advent Puma Acquisition Limited are Myriam Deltenre, Fergal O’Hannrachain and Michael Ristaino. The business address of each director is
c/o Advent International Corporation, Prudential Tower, 800 Boylston Street, Suite 3300, Boston, Massachusetts 02199-8069. Ms. Deltenre is a citizen of Belgium; Mr. O’Hannrachain is a citizen of Ireland; and Mr. Ristaino is a citizen of the
United States.
32