Sec Form 13D Filing - Green Equity Investors V L.P. filing for CONTAINER STORE GROUP INC (TCS) - 2021-02-12

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.

Name of Reporting Persons:

Green Equity Investors V, L.P.

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

Green Equity Investors Side V, L.P.

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Com mon Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

TCS Co-Invest, LLC

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

GEI Capital V, LLC

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

Green V Holdings, LLC

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

Leonard Green & Partners, L.P.

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

LGP Management, Inc.

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

CO

Name of Reporting Persons:

Peridot Coinvest Manager LLC

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 2, 2021.

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

LGP Associates V LLC

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

Names of Reporting Persons:

Jonathan D. Sokoloff

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

IN

Name of Reporting Persons:

Timothy J. Flynn

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,6228 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

IN

Name of Reporting Persons:

J. Kristofer Galashan

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

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

OO

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

15,829,869 shares of Common Stock

Sole Dispositive Power

0

Shared Dispositive Power

15,829,869 shares of Common Stock

Aggregate Amount Beneficially Owned by Each Reporting Person:

15,829,869 shares of Common Stock

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

31.2% beneficial ownership of the voting stock based on 50,488,622 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on February 3, 2021.

Type of Reporting Person (See Instructions):

IN

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

As of the date of this statement, (i) GEI V is the record owner of 11,680,206 shares of Common Stock, (ii) GEI Side V is the record owner of 3,503,776 shares of Common Stock, and (iii) Co-Invest is the record owner of 150,024 shares of Common Stock.

INTEREST IN SECURITIES OF THE ISSUER

Reporting
Persons

GEI V

GEI Side V

Co-Invest

Jonathan D. Sokoloff

Timothy J. Flynn

J. Kristofer Galashan

Other Reporting Persons

The following table sets forth all transactions with respect to shares of Common Stock effectuated in the last 60 days by any of the Reporting Persons. Each day’s sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.

Reporting Person

Date of Transaction

GEI V

GEI Side V

Co-Invest

Not applicable.

Not applicable.

Name

Position with LGPM

John G. Danhakl

Executive Vice President and Managing Partner

Jonathan D. Sokoloff

Executive Vice President and Managing Partner

Cody L. Franklin

Andrew C. Goldberg

Lance J.T. Schumacher

Chief Financial Officer and Assistant Secretary

Vice President, General Counsel and Secretary

Vice President – Tax and Assistant Secretary