SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nexeo Solutions, Inc. [ NXEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/09/2016		P		1,000,000	A	$10	13,506,250	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽²⁾		2,240,000	A	⁽²⁾	15,746,250	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽³⁾		2,509,819	D	⁽³⁾	13,236,431	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽⁴⁾		79,976	D	⁽⁴⁾	13,160,971	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽⁵⁾		575,562	D	⁽⁵⁾	12,613,394	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽⁶⁾		457,724	D	⁽⁶⁾	12,149,016	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽⁷⁾		30,000	D	⁽⁷⁾	12,093,169	I	See footnote⁽¹⁾
Common Stock	06/09/2016		J⁽⁸⁾		3,554,240	D	⁽⁸⁾	8,538,929	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WL Ross Sponsor LLC

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS, 25TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares directly beneficially owned by WL Ross Sponsor LLC, a limited liability company indirectly controlled by Wilbur L. Ross, Jr. Mr. Ross has voting and dispositive control over such shares. Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of his/its pecuniary interest therein.

2. Shares received in exchange for 22.4 million warrants surrendered to Nexeo Solutions, Inc. (formerly known as WL Ross Holding Corp.) pursuant to the Private Placement Warrant Exchange Letter Agreement, dated March 21, 2016, by and among WL Ross Sponsor LLC, Nexeo Holdco, LLC and WL Ross Holding Corp. WL Ross Sponsor LLC purchased the 22.4 million contingent warrants at a price of $0.50 per warrant (or $11.2 million in total) in a private placement that occurred simultaneously with the completion of the initial public offering of WL Ross Holding Corp. (the "private placement warrants"). Each private placement warrant entitled its holder to purchase one-half of one share of common stock at $5.75 per share subject to the satisfaction of certain conditions that remained outstanding at the time of the transaction.

3. Shares transferred to First Pacific Advisors, LLC pursuant to the Subscription Agreement, dated May 23, 2016, by and among the WL Ross Holding Corp., WL Ross Sponsor LLC and First Pacific Advisors, LLC.

4. Shares transferred to Park West Partners International, Limited pursuant to the Commitment Agreement, dated June 6, 2015, by and among WL Ross Sponsor LLC, Park West Partners International, Limited and WL Ross Holding Corp.

5. Shares transferred to Park West Investors Master Fund, Limited pursuant to the Commitment Agreement, dated June 6, 2016, by and among WL Ross Sponsor LLC, Park West Investors Master Fund, Limited and WL Ross Holding Corp.

6. Shares transferred to First Pacific Advisors, on behalf of one or more clients, pursuant to the Commitment Agreement, dated June 6,2016, by and among WL Ross Sponsor LLC, First Pacific Advisors, LLC, on behalf of one or more clients, and WL Ross Holding Corp.

7. In connection with consummation of the business combination of Nexeo Solutions Holdings, LLC pursuant to the Agreement and Plan of Merger, dated March 21, 2016, by and among the WL Ross Holding Corp., Neon Acquisition Company LLC, Neon Holding Company LLC, Nexeo Solutions Holdings, LLC, TPG Accolade Delaware, L.P. and Nexeo Holdco, LLC, WL Ross Sponsor LLC has transferred to each of Lord William Astor, Thomas Zacharias, and Robert Dinerstein, each a non-management director of Nexeo Solutions, Inc. prior to the business combination, 10,000 shares as payment of fees for his service on the board of directors.

8. Shares transferred to selling equityholders of Nexeo Solutions Holdings, LLC pursuant to the Merger Agreement and the Founder Share Transfer Letter Agreement dated March 21, 2016 entered into by WL Ross Sponsor LLC, Nexeo Holdco, LLC and WL Ross Holding Corp.

	/s/ Thomas J. Ivey, Attorney-in-fact	06/13/2016
	** Signature of Reporting Person	Date
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