Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-054867
Date:2021-09-01
Issuer: CONTAINER STORE GROUP, INC. (TCS)
Original Submission Date:

Reporting Person:

GREEN EQUITY INVESTORS V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GREEN EQUITY INVESTORS SIDE V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

TCS CO-INVEST, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GEI CAPITAL V, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GREEN V HOLDINGS, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LEONARD GREEN & PARTNERS, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP ASSOCIATES V LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000 LOS ANGELES, CA 90025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.01 2021-09-01 A 33,765 a $0.00 202,179 indirect f11
COMMON STOCK, PAR VALUE $0.01 2021-09-01 0 $0.00 11,680,206 direct
COMMON STOCK, PAR VALUE $0.01 2021-09-01 0 $0.00 3,503,776 direct
COMMON STOCK, PAR VALUE $0.01 2021-09-01 0 $0.00 150,024 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 18.0 deemed execution date 0 ( ) 2023-10-31 common stock 40,808 $18.00 40,808 indirect see footnote.
STOCK OPTION (RIGHT TO BUY) 21.53 deemed execution date 0 ( ) 2024-10-27 common stock 30,396 $21.53 30,396 indirect see footnote.
STOCK OPTION (RIGHT TO BUY) 17.28 deemed execution date 0 ( ) 2025-08-03 common stock 35,463 $17.28 35,463 indirect see footnote.
STOCK OPTION (RIGHT TO BUY) 5.35 deemed execution date 0 ( ) 2026-08-01 common stock 92,025 $5.35 92,025 indirect see footnote.
STOCK OPTION (RIGHT TO BUY) 4.1 deemed execution date 0 ( ) 2027-09-12 common stock 128,757 $4.10 128,757 indirect see footnote.
Footnotes
IDfootnote
f1 represents shares of the issuer's common stock, par value $0.01 per share (the "common stock") held directly by green equity investors v, l.p. ("gei v").
f2 gei capital v, llc ("geic") is the general partner of gei v and green equity investors side v, l.p. ("gei side v"). green v holdings, llc ("holdings") is a limited partner of gei v and gei side v. leonard green & partners, l.p. ("lgp") is the manager of gei v, gei side v and peridot coinvest manager llc ("peridot"), and an affiliate of geic and holdings. lgp management, inc. ("lgpm") is the general partner of lgp. peridot is the manager of lgp associates v llc ("associates v"). associates v is the manager of tcs co-invest, llc ("tcs").
f3 gei side v, as an affiliated entity of gei v, lgp, as the manager of gei v, gei side v and peridot, lgpm, as the general partner of lgp, geic, as the general partner of gei v and gei side v, holdings, as a limited partner of gei v and gei side v, peridot, as the manager of associates v, and associates v, as the manager of tcs, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owners of the shares reported herein (in the case of gei side v, gei v's shares of common stock and tcs's shares of common stock, in the case of gei v, gei side v's shares of common stock and tcs's shares of common stock, and in the case of tcs, gei v's shares of common stock and gei side v's shares of common stock) owned by gei v, gei side v, or tcs.
f4 each of gei side v, tcs, geic, holdings, lgp, lgpm, peridot, and associates v disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of section 16 or for any other purposes.
f5 represents shares of common stock held directly by gei side v.
f6 each of gei v, tcs, lgp, lgpm, geic, holdings, peridot and associates v disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of section 16 or for any other purposes.
f7 represents shares of common stock held directly by tcs.
f8 each of gei v, gei side v, lgp, lgpm, geic, holdings, peridot and associates v disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of section 16 or for any other purposes.
f9 represents shares of restricted common stock of the issuer awarded to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan pursuant to the issuer's amended and restated 2013 incentive award plan on september 1, 2021.
f10 granted as compensation for services.
f11 represents shares of restricted common stock owned by messrs. sokoloff, flynn, and galashan, each of whom hold 67,393 shares of restricted common stock.
f12 the options reported on this row are fully vested.
f13 the options reported on this row were granted to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan in respect of their service on the issuer's board of directors for the benefit of lgp, with mr. sokoloff and mr. flynn each holding 13,603 of such options and mr. galashan holding 13,602 of such options. each of messrs. sokoloff, flynn, and galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. lgp directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owner of such options.
f14 the options reported on this row were granted to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan in respect of their service on the issuer's board of directors for the benefit of lgp, with messrs. sokoloff, flynn, and galashan each holding 10,132 of such options. each of messrs. sokoloff, flynn, and galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. lgp directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owner of such options.
f15 the options reported on this row were granted to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan in respect of their service on the issuer's board of directors for the benefit of lgp, with messrs. sokoloff, flynn, and galashan each holding 11,821 of such options. each of messrs. sokoloff, flynn, and galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. lgp directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owner of such options.
f16 the options reported on this row were granted to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan in respect of their service on the issuer's board of directors for the benefit of lgp, with messrs. sokoloff, flynn, and galashan each holding 30,675 of such options. each of messrs. sokoloff, flynn, and galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. lgp directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owner of such options.
f17 the options reported on this row were granted to jonathan d. sokoloff, timothy j. flynn, and j. kristofer galashan in respect of their service on the issuer's board of directors for the benefit of lgp, with messrs. sokoloff, flynn, and galashan each holding 42,919 of such options. each of messrs. sokoloff, flynn, and galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. lgp directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of section 16 of the securities exchange act of 1934, as amended, to be the indirect beneficial owner of such options.
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