SiteOne Landscape Supply, Inc. 4
4 · SiteOne Landscape Supply, Inc. · Filed May 18, 2016
Insider Transaction Report
Form 4
CD&R Associates VIII, Ltd.
10% Owner
Transactions
- Conversion
Common Stock
2016-05-16+25,303,164→ 25,303,164 total(indirect: By affiliate) - Sale
Common Stock
2016-05-17$21.00/sh−7,503,486$157,573,206→ 17,799,678 total(indirect: By affiliate) - Conversion
Cumulative Convertible Participating Preferred Stock
2016-05-16−216,789.332→ 0 total(indirect: By affiliate)→ Common Stock (25,303,164 underlying)
Footnotes (4)
- [F1]In anticipation of the closing of the Issuer's initial public offering of Common Stock on May 17, 2016, CD&R Landscapes Holdings, L.P. ("CD&R Holdings") converted each of the 216,789.33155 shares of Cumulative Convertible Participating Preferred Stock ("Preferred Stock") of the Issuer held by it into shares of Common Stock at a conversion ratio of 116.717755, which included accrued but unpaid dividends through the conversion date (and is the conversion ratio determined in accordance with the terms of the Certificate of Designations, Preferences and Rights for the Preferred Stock (the "Certificate of Designations")), without payment or any consideration. Any fractional shares resulting from this conversion were cashed out at fair market value.
- [F2]CD&R Associates VIII, Ltd., as the general partner of CD&R Holdings, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Common Stock held by CD&R Holdings.
- [F3]Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock held by CD&R Holdings, except to the extent of its pecuniary interest therein.
- [F4]CD&R Holdings was eligible to convert its Preferred Stock at any time into shares of Common Stock at the conversion ratio specified in the Certificate of Designations. Upon certain change of control events, the Preferred Stock was mandatorily redeemable, for an amount equal to either (at the option of CD&R Holdings): (x) the same consideration as paid for shares of Common Stock on an as-converted basis or (y) its liquidation preference.