Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-22-062505
Date:2022-05-17
Issuer: HAYWARD HOLDINGS, INC. (HAYW)
Original Submission Date:

Reporting Person:

CCMP CAPITAL, LP
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

Reporting Person:

CCMP CAPITAL GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

Reporting Person:

CCMP CAPITAL INVESTORS III, L.P.
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

Reporting Person:

CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P.
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

Reporting Person:

CCMP CAPITAL ASSOCIATES III, L.P.
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

Reporting Person:

CCMP CAPITAL ASSOCIATES III GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700 NEW YORK, NY 10166

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 2022-05-17 S 2,037,234 d $13.88 44,343,964 indirect f2,f3,f4,f5
COMMON STOCK 2022-05-17 S 125,753 d $13.88 2,737,245 indirect f2,f3,f4,f5
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
Footnotes
IDfootnote
f1 shares sold by the reporting person were part of the underwriters' partial exercise of the option to purchase an additional 3,345,000 shares of the issuer's common stock in connection with the underwritten secondary offering previously disclosed on the reporting person's form 4 filed may 6, 2022.
f2 ccmp capital associates iii, l.p. ("ccmp capital associates") is the general partner of each of ccmp capital investors iii, l.p. ("ccmp capital investors"), and ccmp capital investors iii (employee), l.p. ("ccmp employee" and together with ccmp capital investors, the "ccmp investors"). the general partner of ccmp capital associates is ccmp capital associates iii gp, llc ("ccmp capital associates gp").
f3 ccmp capital associates gp is wholly owned by ccmp capital, lp. the general partner of ccmp capital, lp is ccmp capital gp, llc. ccmp capital gp, llc ultimately exercises voting and dispositive power over the shares of common stock of hayward holdings, inc. held by the ccmp investors. as a result, each of ccmp capital associates, ccmp capital associates gp, ccmp capital, lp and ccmp capital gp, llc may be deemed to share beneficial ownership with respect to certain of the shares of common stock of hayward holdings, inc. held by the ccmp investors. each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of section 16 of the securities exchange act of 1934, as amended, or for any other purpose.
f4 in connection with the consummation of the initial public offering of the issuer's common stock, par value $0.001 per share ("common stock"), the ccmp investors entered into an amended and restated stockholders' agreement ("stockholders' agreement") with the issuer and certain affiliates of msd partners, l.p. ("msd") and alberta investment management corporation ("aimco") pursuant to which the ccmp investors and msd have agreed to coordinate with respect to the timing and manner of disposition of shares of the common stock held by them, and aimco has also agreed to certain restrictions on the transfer of its shares of common stock. by virtue of the stockholders' agreement, the ccmp investors, msd and aimco may be deemed to be members of a group for the purposes of section 13(d) of the securities exchange act of 1934 (the "act").
f5 in addition, each reporting person may be deemed to be a member of a group for the purposes of section 13(d) of the act. each reporting person disclaims any pecuniary interest in any shares of common stock held by the group with msd and aimco except as reported as beneficially owned by the reporting persons in this form 4.

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