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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
BJs Wholesale Club Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05550J101
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 05550J101 | 13G | Page 1 of 17 |
1. | NAMES OF REPORTING PERSONS
Green Equity Investors V, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 269808101 | 13G | Page 2 of 17 |
1. | NAMES OF REPORTING PERSONS
Green Equity Investors Side V, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 269808101 | 13G | Page 3 of 17 |
1. | NAMES OF REPORTING PERSONS
Beacon Coinvest LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 269808101 | 13G | Page 4 of 17 |
1. | NAMES OF REPORTING PERSONS
GEI Capital V, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 269808101 | 13G | Page 5 of 17 |
1. | NAMES OF REPORTING PERSONS
Green V Holdings, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 269808101 | 13G | Page 6 of 17 |
NAMES OF REPORTING PERSONS
LGP Management, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
SOLE VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
TYPE OF REPORTING PERSON
CO
CUSIP No. 269808101 | 13G | Page 7 of 17 |
1. | NAMES OF REPORTING PERSONS
Leonard Green & Partners, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 269808101 | 13G | Page 8 of 17 |
1. | NAMES OF REPORTING PERSONS
Peridot Coinvest Manager LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 269808101 | 13G | Page 9 of 17 |
1. | NAMES OF REPORTING PERSONS
LGP Associates V LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 269808101 | 13G | Page 10 of 17 |
1. | NAMES OF REPORTING PERSONS
Jonathan Seiffer | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
57,704 shares of Common Stock | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
57,704 shares of Common Stock | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,704 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04% beneficial ownership of the shares of the Common Stock based on 137,266,498 shares of Common Stock outstanding as of November 22, 2019, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 27, 2019. | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP No. 269808101 | 13G | Page 11 of 17 |
1. | NAMES OF REPORTING PERSONS
J. Kristofer Galashan | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
12. | TYPE OF REPORTING PERSON
IN |
CUSIP No. 05550J101 | 13G | Page 12 of 17 |
Item 1.
(a) | Name of Issuer |
BJs Wholesale Club Holdings, Inc. (Issuer)
(b) | Address of Issuers Principal Executive Offices |
25 Research Drive
Westborough, Massachusetts 01581
Item 2.
(a) | Name of Person(s) Filing: |
A. | Green Equity Investors V, L.P. |
B. | Green Equity Investors Side V, L.P. |
C. | Beacon Coinvest LLC |
D. | GEI Capital V, LLC |
E. | Green V Holdings, LLC |
F. | Leonard Green & Partners, L.P. |
G. | Peridot Coinvest Manager LLC |
H. | LGP Management, Inc. |
I. | LGP Associates V LLC |
J. | Jonathan Seiffer |
K. | J. Kristofer Galashan |
Green Equity Investors V, L.P., a Delaware limited partnership (GEI V) is the direct owner of 0 shares of Common Stock of the Issuer (the GEI V Shares). Green Equity Investors Side V, L.P., a Delaware limited partnership (GEI Side V) is the direct owner of 0 shares of Common Stock of the Issuer (the GEI Side V Shares). Beacon Coinvest LLC, a Delaware limited liability company (Beacon and, collectively with GEI V and GEI Side V, the LGP Funds) is the direct owner of 0 shares of Common Stock of the Issuer (the Beacon Shares and, collectively with the GEI V Shares and the GEI Side V Shares, the Shares).
GEI Capital V, LLC, a Delaware limited liability company (Capital) is the general partner of GEI V and GEI Side V. Green V Holdings, LLC, a Delaware limited liability company (Holdings) is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P., a Delaware limited partnership (LGP) is the management company of GEI V, GEI Side V, and Peridot Coinvest Manager LLC (Peridot), and an affiliate of Capital and Holdings. Peridot is the manager of LGP Associates V LLC (Associates V). Associates V is the manager of Beacon. LGP Management, Inc., a Delaware corporation (LGPM) is the general partner of LGP. Mr. Seiffer is Senior Vice President of LGPM, LGP and certain of the other entities listed above and a member of the Issuers board of directors. Mr. Galashan is Senior Vice President of LGPM, LGP and certain of the other entities listed above and a member of the Issuers board of directors.
Capital, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, LGP, as the manager of GEI V, GEI Side V, and Peridot, LGPM, as the general partner of LGP, Mr. Seiffer, as Senior Vice President of LGPM, LGP and certain of the other entities listed above, Mr. Galashan as Senior Vice President of LGPM, LGP and certain of t he other entities listed above, Peridot, as the manager of Associates V, and Associates V, as the manager of Beacon, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, Capital, Holdings, LGP, Peridot, LGPM, Mr. Seiffer, Mr. Galashan, and Associates V may be deemed to be the indirect beneficial owners of the Shares.
CUSIP No. 05550J101 | 13G | Page 13 of 17 |
Each of Capital, Holdings, LGP, Peridot, LGPM, Mr. Seiffer, Mr. Galashan and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its and, with respect to Mr. Seiffer and Mr. Galashan, their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.
Each of Mr. Seiffer and Mr. Galashan either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Mr. Seiffer and Mr. Galashan may be deemed to have shared voting and investment power with respect to all shares beneficially owned by the LGP Funds. These individuals each disclaim beneficial ownership of the securities held by the LGP Funds except to the extent of his or her pecuniary interest therein.
(b) | Address of Principal Business Office or, if none, Residence |
(A) (K): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025
(c) | Citizenship |
(A) (I): Delaware
(J-K): United States of America
(d) | Title of Class of Securities |
This statement relates to the Issuers Common Stock, par value $0.01 per share.
(e) | CUSIP Number |
05550J101
Item 3.
Not applicable.
Item 4. | Ownership |
(a) | Amount Beneficially Owned: |
See response to Item 9 on each cover page.
(b) | Percent of class: |
See response to Item 11 on each cover page.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: |
See response to Item 5 on each cover page.
(ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on each cover page.
(iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on each cover page.
CUSIP No. 05550J101 | 13G | Page 14 of 17 |
(iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on each cover page.
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 ☒.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certifications |
Not applicable.
CUSIP No. 05550J101 | 13G | Page 15 of 17 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of March 17, 2020
Green Equity Investors V, L.P. | ||
By: GEI Capital V, LLC, its General Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
Green Equity Investors Side V, L.P. | ||
By: GEI Capital V, LLC, its General Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
Beacon Coinvest LLC | ||
By: LGP Associates V LLC, its Manager | ||
By: Peridot Coinvest Manager LLC, its Manager | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
GEI Capital V, LLC | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
Green V Holdings, LLC | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
Leonard Green & Partners, L.P. | ||
By: LGP Management, Inc., its General Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg |
Vice President, General Counsel and Secretary | ||
Peridot Coinvest Manager LLC | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary |
[Signatures Continue on Next Page]
CUSIP No. 05550J101 | 13G | Page 16 of 17 |
LGP Management, Inc. | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary | ||
LGP Associates V LLC | ||
By: Peridot Coinvest Manager LLC, its Manager | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and Secretary | ||
/s/ Andrew Goldberg | ||
Andrew Goldberg, as Attorney-in-Fact for | ||
Jonathan A. Seiffer | ||
/s/ Andrew Goldberg | ||
Andrew Goldberg, as Attorney-in-Fact for | ||
J. Kristofer Galashan |
CUSIP No. 05550J101 | 13G | Page 17 of 17 |
Exhibit |
Description | |
24.1 | Power-of-Attorney, dated June 26, 2018 (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 11, 2019) | |
99.1 | Joint Filing Agreement, dated February 11, 2019 (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 11, 2019) |