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
Under the Securities Exchange Act of 1934
(Amendment No. )*
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, 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:
|
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. 98585X 104 | |||||
|
| |||||
|
|
1. |
Names of Reporting Persons | |||
|
| |||||
|
|
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 | |||
|
|
|
| |||
|
Number of |
5. |
Sole Voting Power | |||
|
| |||||
|
6. |
Shared Voting Power | ||||
|
| |||||
|
7. |
Sole Dispositive Power | ||||
|
| |||||
|
8. |
Shared Dispositive Power | ||||
|
| |||||
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
|
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) | |||
|
| |||||
|
|
12. |
Type of Reporting Person (See Instructions) | |||
|
CUSIP No. 98585X 104 | |||||
|
| |||||
|
|
1. |
Names of Reporting Persons | |||
|
| |||||
|
|
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 | |||
|
|
|
| |||
|
Number of |
5. |
Sole Voting Power | |||
|
| |||||
|
6. |
Shared Voting Powe
r | ||||
|
| |||||
|
7. |
Sole Dispositive Power | ||||
|
| |||||
|
8. |
Shared Dispositive Power | ||||
|
| |||||
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
|
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) | |||
|
| |||||
|
|
12. |
Type of Reporting Person (See Instructions) | |||
|
CUSIP No. 98585X 104 | |||||
|
| |||||
|
|
1. |
Names of Reporting Persons | |||
|
| |||||
|
|
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 | |||
|
|
|
| |||
|
Number of |
5. |
Sole Voting Power | |||
|
| |||||
|
6. |
Shared Voting Power | ||||
|
| |||||
|
7. |
Sole Dispositive Power | ||||
|
| |||||
|
8. |
Shared Dispositive Power | ||||
|
| |||||
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
|
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) | |||
|
| |||||
|
|
12. |
Type of Reporting Person (See Instructions) | |||
|
Item 1. | ||
|
|
(a) |
Name of Issuer |
|
|
(b) |
Address of Issuer’s Principal Executive Offices |
|
| ||
|
Item 2. | ||
|
|
(a) |
Name of Person Filing |
|
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
|
(c) |
Citizenship (i) Roy J. Seiders P.O. Box 163325, Austin, TX 78716 Citizenship: United States (ii) RJS ICE Management, LLC P.O. Box 163325, Austin, TX 78716 Citizenship: Texas limited liability company (iii) RJS Ice 2, LP P.O. Box 163325, Austin, TX 78716 Citizenship: Texas limited partnership
The foregoing persons are collectively referred to herein as the “Reporting Persons.” |
|
|
(d) |
Title of Class of Securities |
|
|
(e) |
CUSIP Number |
|
| ||
|
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: | |
|
|
This Item 3 is 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, 2019, each of the Reporting Persons’ beneficial ownership was as follows: (A) Roy J. Seiders: Amount beneficially owned: 6,544,465 shares Percent of class: 7.5% Sole voting power: 6,544,465 shares Shared voting power: 0 shares Sole dispositive power: 6,544,465 shares Shared dispositive power: 0 shares (B) RJS ICE Management, LLC: Amount beneficially owned: 6,544,465 shares Percent of class: 7.5% Sole voting power: 6,544,465 shares Shared voting power: 0 shares Sole dispositive power: 6,544,465 shares Shared dispositive power: 0 shares (C) RJS Ice 2, LP: Amount beneficially owned: 6,544,465 shares Percent of class: 7.5% Sole voting power: 6,544,465 shares Shared voting power: 0 shares Sole dispositive power: 6,544,465 shares Shared dispositive power: 0 shares
|
|
|
|
The percentage of beneficial ownership is based on 86,786,443 shares of common stock outstanding as of February 7, 2020.
Roy J. Seiders is the manager of RJS ICE Management, LLC, the general partner of RJS Ice 2, LP, and may be deemed to beneficially own the shares of common stock held by RJS Ice 2, LP. | |
|
| |||
|
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 o. | |||
|
| |||
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | ||
|
The right to receive dividends on, and proceeds from the sale of, the shares reported herein is governed by the limited partnership agreement of RJS Ice 2, L.P., and such dividends or proceeds may be distributed with respect to the general and limited partnership interests in accordance therewith. | |||
|
| |||
|
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 |
|
This Item 10 is 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 13, 2020 |
/s/ Roy J. Seiders | |
|
|
Roy J. Seiders | |
|
|
|
|
|
Dated: February 13, 2020 |
RJS ICE MANAGEMENT, LLC | |
|
|
|
|
|
|
By: |
/s/ Roy J. Seiders |
|
|
|
Name: Roy J. Seiders |
|
|
|
Title: Manager |
|
|
|
|
|
Dated: February 13, 2020 |
RJS ICE 2, LP | |
|
|
|
|
|
|
By: |
RJS ICE MANAGEMENT, LLC, |
|
|
|
|
|
|
By: |
/s/ Roy J. Seiders |
|
|
|
Name: Roy J. Seiders |
|
|
|
Title: Manager |
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
The shares of common stock included in this Schedule 13G are held by RJS Ice 2, LP. Roy J. Seiders is the manager of RJS ICE Management, LLC, the general partner of RJS Ice 2, LP, and may be deemed to beneficially own the shares of common stock held by RJS Ice 2, LP.
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 Cortec Management V, LLC and its affiliated entities and with 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 Cortec Management V, LLC and its affiliated entities or with Ryan R. Seiders and his affiliated entities. Any further filings, if required, will be made separately by the Reporting Persons, Cortec Management V, LLC and its affiliated entities, and Ryan R. Seiders and his affiliated entities. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are the beneficial owner of any securities covered by this Schedule 13G.
EXHIBIT III
Joint Filing Agreement
THIS JOINT FILING AGREEMENT is entered into as of February 13, 2020, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G 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 13, 2020 |
/s/ Roy J. Seiders | |
|
|
Roy J. Seiders | |
|
|
|
|
|
Dated: February 13, 2020 |
RJS ICE MANAGEMENT, LLC | |
|
|
|
|
|
|
By: |
/s/ Roy J. Seiders |
|
|
|
Name: Roy J. Seiders |
|
|
|
Title: Manager |
|
|
|
|
|
Dated: February 13, 2020 |
RJS ICE 2, LP | |
|
|
|
|
|
|
By: |
RJS ICE MANAGEMENT, LLC, |
|
|
|
|
|
|
By: |
/s/ Roy J. Seiders |
|
|
|
Name: Roy J. Seiders |
|
|
|
Title: Manager |