4//SEC Filing
Nexeo Solutions, Inc. 4
Accession 0000903423-16-001387
CIK 0001604416operating
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 4:23 PM ET
Size
14.0 KB
Accession
0000903423-16-001387
Insider Transaction Report
Form 4
COULTER JAMES G
10% Owner
Transactions
- Other
Right to future deferred payment
2016-11-17−476,318.4→ 5,178,641.6 total(indirect: See Explan-ation of Responses)→ Common Stock (476,318.4 underlying)
Transactions
- Other
Right to future deferred payment
2016-11-17−476,318.4→ 5,178,641.6 total(indirect: See Explan-ation of Responses)→ Common Stock (476,318.4 underlying)
TPG Advisors VI, Inc.
10% Owner
Transactions
- Other
Right to future deferred payment
2016-11-17−476,318.4→ 5,178,641.6 total(indirect: See Explan-ation of Responses)→ Common Stock (476,318.4 underlying)
BONDERMAN DAVID
10% Owner
Transactions
- Other
Right to future deferred payment
2016-11-17−476,318.4→ 5,178,641.6 total(indirect: See Explan-ation of Responses)→ Common Stock (476,318.4 underlying)
Footnotes (5)
- [F1]David Bonderman and James G. Coulter are sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"). TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), (ii) TPG VI Neon II, L.P. ("TPG Neon II") and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds").
- [F2]Pursuant to the Agreement and Plan of Merger dated March 21, 2016 (as amended by Amendment No. 1 to the Merger Agreement dated June 6, 2016, the "Merger Agreement") in lieu of receiving 5,654,960 additional shares of Common Stock (the "Excess Shares") of Nexeo Solutions, Inc. (the "Issuer"), the TPG Funds received the right to future cash payments upon the occurrence of certain events, which payments are equal to the prevailing trading price of the Common Stock of the Issuer at the time (calculated as described in the Merger Agreement) multiplied by the number of Excess Shares for which payment is being made. The TPG Funds are entitled to payment in respect of all Excess Shares by June 30, 2021.
- [F3]Pursuant to the Merger Agreement and the Purchase Price Adjustment Confirmation Letter dated November 17, 2016, the total consideration payable to the TPG Funds in connection with the merger was adjusted downward, resulting in a decrease in the right to future cash payments due the TPG Funds in an amount equal to 476,318.4 Excess Shares.
- [F4]Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any.
- [F5]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Nexeo Solutions, Inc.
CIK 0001604416
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001604416
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 4:23 PM ET
- Size
- 14.0 KB