4//SEC Filing
BCIP Associates III 4
Accession 0000899243-17-008392
CIK 0001599489other
Filed
Mar 21, 8:00 PM ET
Accepted
Mar 22, 4:47 PM ET
Size
24.6 KB
Accession
0000899243-17-008392
Insider Transaction Report
Form 4
Veritiv CorpVRTV
BAIN CAPITAL PARTNERS VII LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BAIN CAPITAL FUND VII LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
UWW Holdings, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BCIP Associates III, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BCIP Associates III
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BAIN CAPITAL INVESTORS LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BAIN CAPITAL FUND VII LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
BCIP Associates III-B, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2017-03-22$54.14/sh−1,800,000$97,452,000→ 4,283,840 total(indirect: See footnotes)
Footnotes (4)
- [F1]Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated March 16, 2017, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares was $54.14 per share, which represents the price to public less the underwriting discount and commission.
- [F2]Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").
- [F3]Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("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 Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)
- [F4](Continued from footnote 3) The investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board. As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.
Issuer
Veritiv Corp
CIK 0001599489
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001379476
Filing Metadata
- Form type
- 4
- Filed
- Mar 21, 8:00 PM ET
- Accepted
- Mar 22, 4:47 PM ET
- Size
- 24.6 KB