Sec Form 13G Filing - Cortec Management V LLC filing for YETI Holdings Inc. (YETI) - 2021-02-16

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/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

YETI Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

98585X 104

(CUSIP Number)

 

December 31, 2021

(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)
   
¨ 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. 98585X 104
 
1. Names of Reporting Persons
Cortec Group GP, LLC
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o
  (b) x
 
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
977,517
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
977,517
 
8. Shared Dispositive Power
22,483
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,0001
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11. Percent of Class Represented by Amount in Row (9)
1.15%2
 
12. Type of Reporting Person (See Instructions)
OO

 

 

1 Includes (i) 977,517 shares of Common Stock, par value $0.01 per share (“Common Stock”) held by Cortec Group Fund V, L.P and (ii) 22,483 shares of Common Stock held by Cortec Co-Investment Fund V, LLC.

2 Calculated based on the 87,082,276 shares of Common Stock outstanding as of October 30, 2020, as reported in the YETI Holdings, Inc. Quarterly Report on Form 10-Q for the period ended September 26, 2020.

 

 

 

 

CUSIP No. 98585X 104
 
1. Names of Reporting Persons
Cortec Management V, LLC
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o
  (b) x
 
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
977,517
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
977,517
 
8. Shared Dispositive Power
22,483
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11. Percent of Class Represented by Amount in Row (9)
1.15%
 
12. Type of Reporting Person (See Instructions)
OO

 

 

 

 

 

CUSIP No. 98585X 104

 

1. Names of Reporting Persons
Cortec Group Fund V, L.P.
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) x
 
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
977,517
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
977,517
 
8. Shared Dispositive Power
0

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
977,517
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
11. Percent of Class Represented by Amount in Row (9)
1.15%
 
12. Type of Reporting Person (See Instructions)
PN

 

 

 

 

CUSIP No. 98585X 104

 

1. Names of Reporting Persons
Cortec Co-Investment Fund V, LLC
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) x
 
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
22,483
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
22,483

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person
22,483
 
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
11. Percent of Class Represented by Amount in Row (9)
0.0%
 
12. Type of Reporting Person (See Instructions)
OO

 

 

 

 

CUSIP No. 98585X 104

 

1. Names of Reporting Persons
Cortec Management V (Co-Invest), LLC
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) x
 
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 (See Instructions) ¨
 
11. Percent of Class Represented by Amount in Row (9)
0.0 %
 
12. Type of Reporting Person (See Instructions)
OO

 

 

 

 

 

CUSIP No. 98585X 104
 
  1. Names of Reporting Persons
Cortec Group Fund V (Parallel), L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  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 (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.0%
 
  12. Type of Reporting Person (See Instructions)
PN
           
             

 

 

 

Item 1.
  (a)

Name of Issuer


YETI Holdings, Inc. (the “Issuer”)

  (b)

Address of Issuer’s Principal Executive Offices


7601 Southwest Parkway, Austin, Texas 78735

 
Item 2.
  (a) Name of Person Filing
 
  (b) Address of Principal Business Office or, if none, Residence
 
  (c)

Citizenship

 

(i) Cortec Group GP, LLC
c/o Cortec Group Inc., 14 0 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Cayman Islands limited liability company

(ii) Cortec Management V, LLC
c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(iii) Cortec Group Fund V, L.P.
c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited partnership

(iv) Cortec Co-Investment Fund V, LLC
c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(v) Cortec Management V (Co-Invest), LLC
c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(vi) Cortec Group Fund V (Parallel), L.P.
c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited partnership

 

The foregoing persons are collectively referred to herein as the “Reporting Persons.”

 

  (d)

Title of Class of Securities

Common Stock, par value $0.01 per share

 

  (e)

CUSIP Number

98585X 104

 

 

 

 

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:

 

Not applicable.

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:
  (b) Percent of class:
  (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote
    (ii) Shared power to vote or to direct the vote
    (iii) Sole power to dispose or to direct the disposition of
    (iv) Shared power to dispose or to direct the disposition of
      As of December 31, 2020, each of the Reporting Persons’ beneficial ownership was as follows: See table above.

 

Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. Cortec Group GP, LLC is the manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The manner in which the investments of Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Group GP, LLC, as manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The managers of Cortec Group GP, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, Michael E. Najjar, Jeffrey R. Shannon and Jonathan A. Stein. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC.

 

Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The manner in which the investments of Cortec Group Fund V (Parallel), L.P. are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Management V (Co-Invest), LLC. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, R. Scott Schafler and Michael E. Najjar. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V (Parallel), L.P.

 

Cortec Management V, LLC, as managing general partner of Cortec Group Fund V, L.P., may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. and Cortec Co-Investment Fund V, LLC. Cortec Group GP, LLC, as manager of Cortec Management V, LLC, may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P.  A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P.  As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. Each of the managers of Cortec Group GP, LLC and Cortec Management V (Co-Invest), LLC disclaims beneficial ownership of the shares of common stock beneficially owned by such entity.

 

 

 

 

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.

 

 

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

 

See Exhibit I.

 
Item 8. Identification and Classification of Members of the Group

 

See Exhibit II.

 
Item 9. Notice of Dissolution of Group

 

See Exhibit II.

 
Item 10. Certification

 

Not applicable.

 

 

 

 

Signature

 

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

 

 

Dated: February 16, 2021

 

CORTEC GROUP GP, LLC

   
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member

 

Dated: February 16, 2021

 

CORTEC MANAGEMENT V, LLC

   
 

By:

 

By:

CORTEC GROUP GP, LLC, its manager

 

/s/ David L. Schnadig

    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC GROUP FUND V, L.P.
   
  By:

CORTEC MANAGEMENT V, LLC,

its general partner

 

  By:

CORTEC GROUP GP, LLC, its manager

 

  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC CO-INVESTMENT FUND V, LLC
   
 

By:

 

By:

CORTEC GROUP GP, LLC, its manager

 

/s/ David L. Schnadig

    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC MANAGEMENT V (CO-INVEST), LLC
   
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC GROUP FUND V (PARALLEL), L.P.
   
  By:

CORTEC MANAGEMENT V (CO-INVEST), LLC,

its general partner

     
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit I ─ Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Exhibit II ─ Notice of Dissolution of Group

 

Exhibit III ─ Joint Filing Agreement

 

 

 

 

 

EXHIBIT I

 

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

 

Includes (i) 977,517 shares of common stock held by Cortec Group Fund V, L.P and (ii) 22,483 shares of common stock held by Cortec Co-Investment Fund V, LLC.

 

Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. Cortec Group GP, LLC is the manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The manner in which the investments of Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Group GP, LLC, as manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The managers of Cortec Group GP, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, Michael E. Najjar, Jeffrey R. Shannon and Jonathan A. Stein. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of co mmon stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC.

 

Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The manner in which the investments of Cortec Group Fund V (Parallel), L.P. are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Management V (Co-Invest), LLC. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, R. Scott Schafler and Michael E. Najjar. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V (Parallel), L.P.

 

Cortec Management V, LLC, as managing general partner of Cortec Group Fund V, L.P., may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. and Cortec Co-Investment Fund V, LLC. Cortec Group GP, LLC, as manager of Cortec Management V, LLC, may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P.  A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P.  As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. Each of the managers of Cortec Group GP, LLC and Cortec Management V (Co-Invest), LLC disclaims beneficial ownership of the shares of common stock beneficially owned by such entity.

 

 

 

EXHIBIT II

 

Notice of Dissolution of Group

 

The Reporting Persons were previously party to a Voting Agreement, dated as of October 24, 2018 (the “Voting Agreement”), pursuant to which the Reporting Persons may have been deemed to be a member of a “group.” The Reporting Persons had previously filed a Schedule 13G jointly with Roy J. Seiders and his affiliated entities and Ryan R. Seiders and his affiliated entities on February 7, 2019 as they were all party to the Voting Agreement. As the Voting Agreement expired by its terms on November 12, 2019, the Reporting Persons are no longer deemed to be a member of a “group” and are no longer filing a Schedule 13G jointly with Roy J. Seiders and his affiliated entities or Ryan R. Seiders and his affiliated entities. Any further filings, if required, will be made separately by the Reporting Persons, Roy J. Seiders and his affiliated entities and Ryan R. Seiders and his affiliated entities. The filing of this Schedule 13G/A shall not be construed as an admission that the Reporting Persons are the beneficial owner of any securities covered by this Schedule 13G/A.

 

 

 

EXHIBIT III

 

Joint Filing Agreement

 

This jOINT FILING Agreement is entered into as of February 16, 2021, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G/A with respect to the shares of Common Stock, par value $0.01 per share, of YETI Holdings, Inc. is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: February 16, 2021 CORTEC GROUP GP, LLC
   
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member

 

Dated: February 16, 2021

 

CORTEC MANAGEMENT V, LLC

   
 

By:

 

By:

CORTEC GROUP GP, LLC, its manager

 

/s/ David L. Schnadig

    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC GROUP FUND V, L.P.
   
  By:

CORTEC MANAGEMENT V, LLC,

its general partner

 

  By:

CORTEC GROUP GP, LLC, its manager

 

  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC CO-INVESTMENT FUND V, LLC
   
 

By:

 

By:

CORTEC GROUP GP, LLC, its manager

 

/s/ David L. Schnadig

    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC MANAGEMENT V (CO-INVEST), LLC
   
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member
   
Dated: February 16, 2021 CORTEC GROUP FUND V (PARALLEL), L.P.
   
  By:

CORTEC MANAGEMENT V (CO-INVEST), LLC,

its general partner

     
  By: /s/ David L. Schnadig
    Name: David L. Schnadig
    Title: Member