Sec Form 13G Filing - Clayton Dubilier & Rice Fund VII L P filing for TERMINIX GLOBAL HOLDINGS INC C (TMX) - 2015-11-13

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. 1)*

 

SERVICEMASTER GLOBAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

81761R 109

(CUSIP Number)

November 12, 2015

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Clayton, Dubilier & Rice Fund VII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

2


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Associates VII, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

3


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Associates VII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

4


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Investment Associates VII, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

5


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

6


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Associates VII (Co-Investment), Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

7

 


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CDR SVM Co-Investor L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

8


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CDR SVM Co-Investor GP Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

9


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CDR SVM Co-Investor No. 2 L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting P erson
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

10


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CDR SVM Co-Investor No. 2 GP Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

11


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Parallel Fund VII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (S ee Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

12


 

CUSIP No. 81761R 109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

CD&R Parallel Fund Associates VII, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
0

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0 (2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)   See Item 4(c) below.

(2)   Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

 

13

 


 

Item 1.

 

(a)

Name of Issuer
ServiceMaster Global Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
860 Ridge Lake Boulevard

Memphis, Tennessee 38120

(901) 597-1400

 

Item 2.

 

(a)

Name of Person Filing

 

Name of Person Filing

 

Address

 

Citizenship

Clayton, Dubilier & Rice Fund VII, L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Associates VII, Ltd.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Associates VII, L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Investment Associates VII, Ltd.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Associates VII (Co-Investment), Ltd.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CDR SVM Co-Investor L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CDR SVM Co-Investor GP Limited

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CDR SVM Co-Investor No. 2 L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CDR SVM Co-Investor No. 2 GP Limited

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Parallel Fund VII, L.P.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

CD&R Parallel Fund Associates VII, Ltd.

 

P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104

 

Cayman Islands

 

Clayton, Dubilier & Rice Fund VII, L.P., CD&R Associates VII, Ltd., CD&R Associates VII, L.P., CD&R Investment Associates VII, Ltd., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Associates VII (Co-Investment), Ltd., CDR SVM Co-Investor L.P., CDR SVM Co-Investor GP Limited, CDR SVM Co-Investor No. 2 L.P., CDR SVM Co-Investor No. 2 GP Limited, CD&R Parallel Fund VII, L.P. and CD&R Parallel Fund Associates VII, Ltd. have entered into a Joint Filing Agreement, dated November 13, 2015, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

 

 

 

 

(b)

Address of Principal Business Office or, if none, Residence
See Item 2(a) above.

 

(c)

Citizenship
See Item 2(a) above.

 

(d)

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

 

(e)

CUSIP Number
81761R 109

 

14


 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

N/A

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See below.

 

(b)

Percent of class:   

See below.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See below.

 

 

(ii)

Shared power to vote or to direct the vote    

See below.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See below.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See below.

 

15


 

As of the dates of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of ServiceMaster Global Holdings, Inc. listed opposite its name:

 

Reporting Person

 

Amount Beneficially
Owned(a)

 

Percent of Class(b)

 

Clayton, Dubilier & Rice Fund VII, L.P.

 

0

(c)(e)

0

%

CD&R Associates VII, Ltd.

 

0

(c)

0

%

CD&R Associates VII, L.P.

 

0

(c)(d)

0

%

CD&R Investment Associates VII, Ltd.

 

0

(c)(d)

0

%

Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.

 

0

(d)

0

%

CD&R Associates VII (Co-Investment), Ltd.

 

0

(d)

0

%

CDR SVM Co-Investor L.P.

 

0

(e)

0

%

CDR SVM Co-Investor GP Limited

 

0

(e)

0

%

CDR SVM Co-Investor No. 2 L.P.

 

0

(e)

0

%

CDR SVM Co-Investor No. 2 GP Limited

 

0

(e)

0

%

CD&R Parallel Fund VII, L.P.

 

0

(f)

0

%

CD&R Parallel Fund Associates VII, Ltd.

 

0

(d)(f)

0

%

 

(a)          Does not include 12,933 shares and restricted shares issued to Clayton, Dubilier & Rice, LLC, as assignee of compensation payable to certain members of the board of directors of ServiceMaster Global Holdings, Inc. associated with Clayton, Dubilier & Rice, LLC pursuant to their service as directors of ServiceMaster Global Holdings, Inc.

(b)         Based on 135,408,049 shares of common stock outstanding as of October 30, 2015.

(c)          Clayton, Dubilier & Rice Fund VII, L.P. is a Cayman Islands exempted limited partnership of which CD&R Associates VII, Ltd. is the general partner, whose sole stockholder is CD&R Associates VII, L.P., of which CD&R Investment Associates VII, Ltd. is the general partner.  Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as of the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR SVM Co-Investor L.P. and CDR SVM Co-Investor No. 2 L.P.

 

16


 

(d)         Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. is a Cayman Islands exempted limited partnership of which CD&R Associates VII (Co-Investment), Ltd. is the general partner, whose sole stockholder is CD&R Associates VII, L.P., of which CD&R Investment Associates VII, Ltd. is the general partner.  CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd. are each managed by a two-person board of directors, Donald J. Gogel and Kevin J. Conway, as the directors of each of CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd., may be deemed to share beneficial ownership of the shares shown as beneficially owned by the CD&R Affiliates. Such persons expressly disclaim such beneficial ownership.

(e)          CDR SVM Co-Investor L.P. is a Cayman Islands exempted limited partnership of which CDR SVM Co-Investor GP Limited is the general partner, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.  CDR SVM Co-Investor No. 2 L.P. is a Cayman Islands exempted limited partnership of which CDR SVM Co-Investor No. 2 GP Limited is the general partner, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.  Each of CDR SVM Co-Investor GP Limited and CDR SVM No. 2 GP Limited expressly disclaims beneficial ownership of the shares held by each of CDR SVM Co-Investor L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., and CDR SVM Co-Investor No. 2 L.P.  Clayton, Dubilier & Rice Fund VII, L.P. expressly disclaims beneficial ownership of the shares held by each of CDR SVM Co-Investor L.P. and CDR SVM Co-Investor No. 2 L.P.

(f)           CD&R Parallel Fund VII, L.P. is a Cayman Islands exempted limited partnership of which CD&R Parallel Fund Associates VII, Ltd. is the general partner.  CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CDR SVM Co-Investor L.P. and CDR SVM Co-Investor No. 2 L.P.

 

Investment and voting decisions with respect to shares held by each of the CD&R Affiliates are made by an investment committee of limited partners of CD&R Associates VII, L.P., currently consisting of more than ten individuals (the "Investment Committee"). All members of the Investment Committee disclaim beneficial ownership of the shares shown as beneficially owned by the funds associated with Clayton, Dubilier & Rice, LLC.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed because, as a result of sales, the reporting persons no longer hold or beneficially own any shares as of November 12, 2015. See Item 4 above.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

See Item 4 above.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

17


 

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

18

 


 

Item 10.

Certification

 

N/A

 

SIGNATURES

 

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

 

 

 

CLAYTON, DUBILIER & RICE FUND VII, L.P.

 

 

By:

CD&R Associates VII, Ltd., its general partner

 

 

Date:  November 13, 2015

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Vice President, Treasurer and

 

 

 

Assistant Secretary

 

 

 

 

 

 

 

CD&R ASSOCIATES VII, LTD.

 

 

Date:  November 13, 2015

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Vice President, Treasurer and

 

 

Assistant Secretary

 

 

 

 

 

 

CD&R ASSOCIATES VII, L.P.

 

 

By:

CD&R Investment Associates VII, Ltd.,

 

 

 

its general partner

 

 

Date:  November 13, 2015

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Vice President, Treasurer and

 

 

 

Assistant Secretary

 

19


 

 

CD&R INVESTMENT ASSOCIATES VII, LTD.

 

 

Date:  November 13, 2015

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Vice President, Treasurer and

 

 

Assistant Secretary

 

 

 

CLAYTON, DUBILIER & RICE FUND VII (CO-INVESTMENT), L.P.

 

 

By:

CD&R Associates VII (Co-Investment), Ltd.,

 

 

 

its general partner

 

 

 

 

Date:  November 13, 2015

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Vice President, Treasurer and Assistant Secretary

 

 

 

 

 

CD&R ASSOCIATES VII (CO-INVESTMENT), LTD.

Date:  November 13, 2015

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Vice President, Treasurer and

 

 

Assistant Secretary

 

20


 

 

CDR SVM CO-INVESTOR L.P.

 

 By:

CDR SVM Co-Investor GP Limited,

 

 

its general partner

 

 

Date:  November 13, 2015

 

 

 

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Director

 

 

 

 

 

CDR SVM CO-INVESTOR GP LIMITED

 

 

 

 

Date:  November 13, 2015

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Director

 

 

 

CDR SVM CO-INVESTOR NO. 2 L.P.

 

By:

CDR SVM Co-Investor No. 2 GP Limited,

 

 

its general partner

 

 

 

Date:  November 13, 2015

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Director

 

 

 

 

 

 

 

CDR SVM CO-INVESTOR NO. 2 GP Limited

 

 

Date:  November 13, 2015

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Director

 

21


 

 

CD&R PARALLEL FUND VII, L.P.

 

    By:

CD&R Parallel Fund Associates VII,

 

 

Ltd., its general partner

 

 

 

Date:  November 13, 2015

 

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

 

Name:

Theresa A. Gore

 

 

Title:

Vice President, Treasurer and

 

 

 

Assistant Secretary

 

 

 

 

 

 

CD&R PARALLEL FUND ASSOCIATES VII, LTD.

 

 

 

Date:  November 13, 2015

 

 

 

 

 

 

By:

/s/ Theresa A. Gore

 

Name:

Theresa A. Gore

 

Title:

Vice President, Treasurer and

 

 

Assistant Secretary

 

22