Sec Form 13D Filing - UWW Holdings LLC filing for Veritiv Corp (VRTV) - 2021-03-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

VERITIV CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

923454 102

(CUSIP Number)

UWW Holdings, LLC

c/o Bain Capital Investors, LLC

200 Clarendon St.

Boston, Massachusetts 02116

Attention: Jay P. Corrigan

(617) 516 – 2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 9, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

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).

Amendment No. 5 to Schedule 13D

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2014 and as amended on November 23, 2016, March 22, 2017, September 26, 2018 and November 19, 2020 (as amended, the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The class of equity security to which this Statement on Schedule 13D (“Statement”) relates is the voting common stock, par value $0.01 per share (the “Common Stock”), of Veritiv Corporation, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1000 Abernathy Road Northeast, Building 400, Suite 1700, Atlanta, Georgia 30328. All ownership percentages of the securities reported in this Schedule 13D are based upon 15,973,884 shares of Common Stock outstanding as of February 26, 2021, as reported on the Issuer’s Annual Report on Form 10-K as filed with the SEC on March 3, 2021.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) As the date hereof, the Reporting Person does not hold any shares of Common Stock.

Voting and dispositive power with respect to the shares of Common Stock held by the Reporting Person is exercised through a three-member board of managers acting by majority vote. Fund VII and Coinvestment VII have the right to appoint two of the three members of the board of managers of the Reporting Person. In addition, Fund VII LLC, Coinvest VII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, BCIP T III-B LLC and J5 (the “Bain Capital Funds”) collectively hold common equity interests of the Reporting Person.

BCI is the general partner of BCP VII, which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates III and BCIP Associates III-B, which is the manager of BCIP T III LLC, BCIP T III-B LLC, BCIP III LLC and BCIP III-B LLC, respectively. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock reported in this Statement.

On March 9, 2021, the Reporting Person sold 830,304 shares of Common Stock at a per share price of $42.00. In addition, as described in Item 6 below, on March 9, 2021, pursuant to the Repurchase Agreement, the Reporting Person agreed to sell 553,536 shares of Common Stock to the Issuer at a per share price of $42.00. The foregoing transactions were completed on March 12, 2021.

(c) Except for the transactions described in this Statement, including those described in Item 6 below, there have been no transactions with respect to the Common Stock that were effected during the past sixty days by the Reporting Person. To the knowledge of the Reporting Person, no other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transaction in Common Stock in the past sixty days.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Person, only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this Statement.

(e) Following the transactions described above, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Share Repurchase Agreement

Pursuant to a Share Repurchase Agreement (the “Repurchase Agreement”), dated as of March 9, 2021 by and between the Issuer and the Reporting Person, the Reporting Person agreed to sell to the Issuer 553,536 shares of Common Stock at a price per share of $42.00. The sale of the Common Stock to the Issuer was completed on March 12, 2021.

The summary of the Repurchase Agreement contained in this Item 6 is qualified in its entirety by reference to the Repurchase Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Date: March 12, 2021