mm08-1514lulu_sc13d.htm

0000909518-14-000262.txt : 20140818 0000909518-14-000262.hdr.sgml : 20140818 20140818151202 ACCESSION NUMBER: 0000909518-14-000262 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140818 DATE AS OF CHANGE: 20140818 GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII A LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII B LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII C LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII D LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII E LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII F LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII G LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII H LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VII LLC GROUP MEMBERS: ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII A 2014 CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII A 2014 LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII A CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII A LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII B CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PUMA ACQUISITION LTD GROUP MEMBERS: GPE VII GP (DELAWARE) LIMITED PARTNERSHIP GROUP MEMBERS: GPE VII GP LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: lululemon athletica inc. CENTRAL INDEX KEY: 0001397187 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 203842867 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83038 FILM NUMBER: 141048913 BUSINESS ADDRESS: STREET 1: 400 - 1818 CORNWALL AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6J 1C7 BUSINESS PHONE: 604-732-6124 MAIL ADDRESS: STREET 1: 400 - 1818 CORNWALL AVENUE CITY: VANCOUVER STATE: A1 ZIP: V6J 1C7 FORMER COMPANY: FORMER CONFORMED NAME: Lululemon Corp. DATE OF NAME CHANGE: 20070420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT INTERNATIONAL CORP/MA CENTRAL INDEX KEY: 0001034196 IRS NUMBER: 042840139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6179519400 MAIL ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 mm08-1514lulu_sc13d.htm mm08-1514lulu_sc13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

lululemon athletica inc.

(Name of Issuer)

Common Stock, par value $0.005

(Title of Class of Securities)

550021109

(CUSIP Number)

Jarlyth H. Gibson, Risk Officer 617−951−9493

C/o Advent International Corporation

75 State Street, 29th Floor

Boston, MA 02109

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 7, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

1.	NAME OF REPORTING PERSONS Advent International Corporation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 20,105,279*
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 20,105,279*
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,105,279*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.82%*
14.	TYPE OF REPORTING PERSON CO, IA

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”), which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 20,105,279*
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 20,105,279*
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,105,279*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.82%*
14.	TYPE OF REPORTING PERSON OO

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Puma Acquisition Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 20,105,279*
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 20,105,279*
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,105,279*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.82%* *
14.	TYPE OF REPORTING PERSON OO

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS GPE VII GP Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 6,810,061 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 6,810,061 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,810,061 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02%* *
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-A Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,345,401 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 2,345,401 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,345,401 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.73%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-E Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 4,145,147 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 4,145,147 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,145,147 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.05%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-H Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 319,513 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 319,513 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,513 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,534,069 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 2,534,069 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,534,069 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.87%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII−B Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 5,752,805 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 5,752,805 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,752,805 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.23%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-C Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,828,736 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 1,828,736 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,828,736 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.35%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-D Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,516,702 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 1,516,702 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,702 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.12%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-F Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 533,815 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 533,815 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,815 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent International GPE VII-G Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 533,815 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 533,815 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,815 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS GPE VII GP (Delaware) Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 12,699,942 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 12,699,942 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,699,942 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.36%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 8,947 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 8,947 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,947 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII Cayman Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 194,921 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 194,921 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,921 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII – A Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 21,412 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 21,412 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,412 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII – A Cayman Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 51,550 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 51,550 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,550 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII – B Cayman Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 212,613 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 212,613 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,613 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII 2014 Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 12,304 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 12,304 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,304 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII 2014 Cayman Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 34,983 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 34,983 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,983 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII – A 2014 Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 33,877 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 33,877 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,877 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

1.	NAME OF REPORTING PERSONS Advent Partners GPE VII – A 2014 Cayman Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 24,669 *
		8.	SHARED VOTING POWER None
		9.	SOLE DISPOSITIVE POWER 24,669 *
		10.	SHARED DISPOSITIVE POWER None
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,669 *
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%*
14.	TYPE OF REPORTING PERSON PN

* See Item 5 of this Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 135,628,854 outstanding shares of Common Stock, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 exchangeable shares anticipated to be converted in connection with the transaction contemplated by the Purchase Agreement (as defined and further described in this Schedule 13D).

Item 1. Security and Issuer

This statement on Schedule 13D relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Common Stock, par value $0.005 per share (the “Common Stock”), of lululemon athletica inc., a Delaware corporation (the “Corporation” or the “Issuer”). The address of the principal executive office of the Corporation is 1818 Cornwall Avenue, Vancouver, British Columbia, Canada, V6J 1C7.

Item 2. Identity and Background

(a) & (f) This statement is being filed by the following entities:

	1.		Advent International Corporation, a Delaware Corporation
	2.		Advent International GPE VII, LLC, a Delaware limited liability company
	3.		Advent Puma Acquisition Limited, a Cayman Islands limited company
	4.		GPE VII GP Limited Partnership, a Cayman Islands limited partnership
	5.		GPE VII GP (Delaware) Limited Partnership, a Delaware limited partnership
	6.		Advent International GPE VII-A Limited Partnership, a Cayman Islands limited partnership
	7.		Advent International GPE VII-E Limited Partnership, a Cayman Islands limited partnership
	8.		Advent International GPE VII-H Limited Partnership, a Cayman Islands limited partnership
	9.		Advent International GPE VII Limited Partnership, a Delaware limited partnership
	10,		Advent International GPE VII-B Limited Partnership, a Delaware limited partnership
	11.		Advent International GPE VII-C Limited Partnership, a Delaware limited partnership
	12.		Advent International GPE VII-D Limited Partnership, a Delaware limited partnership
	13.		Advent International GPE VII-F Limited Partnership, a Delaware limited partnership
	14.		Advent International GPE VII-G Limited Partnership, a Delaware limited partnership
	15.		Advent Partners GPE VII Limited Partnership, a Delaware limited partnership
	16.		Advent Partners GPE VII Cayman Limited Partnership, a Cayman Islands limited partnership
	17.		Advent Partners GPE VII – A Limited Partnership, a Delaware limited partnership
	18.		Advent Partners GPE VII – A Cayman Limited Partnership, a Cayman Islands limited partnership
	19.		Advent Partners GPE VII – B Cayman Limited Partnership, a Cayman Islands limited partnership
	20,		Advent Partners GPE VII 2014 Limited Partnership, a Delaware limited partnership
	21.		Advent Partners GPE VII 2014 Cayman Limited Partnership, a Cayman Islands limited partnership
	22.		Advent Partners GPE VII – A 2014 Limited Partnership, a Delaware limited partnership
	23.		Advent Partners GPE VII – A 2014 Cayman Limited Partnership, a Cayman Islands limited partnership

The entities listed in subparagraphs (1) through (23) above are herein collectively referred to as the “Reporting Persons” and individually as a “Reporting Person,” and the entities listed in subparagraphs (6) through (23) above are herein collectively referred to as the “Advent Funds” and individually as an “Advent Fund.”

Advent International Corporation (“AIC”) is a Delaware corporation, and the persons serving as its directors and executive officers are set forth on Schedule A hereto.

Advent International Corporation is the Manager of Advent International GPE VII, LLC (“AIGPE VII LLC”) which in turn is the General Partner of the following entities: Advent Partners GPE VII Limited Partnership; Advent Partners GPE VII Cayman Limited Partnership; Advent Partners GPE VII – A Limited Partnership; Advent Partners GPE VII – A Cayman Limited Partnership; Advent Partners GPE VII – B Cayman Limited Partnership; Advent Partners GPE VII 2014 Limited Partnership; Advent Partners GPE VII 2014 Cayman Limited Partnership; Advent Partners GPE VII – A 2014 Limited Partnership; Advent Partners GPE VII – A 2014 Cayman Limited Partnership; GPE VII GP (Delaware) Limited Partnership (“GPEVII GP (Del)”); and GPE VII GP Limited Partnership (“GPEVII GP”).

GPEVII GP (Del) is the General Partner of the following entities: Advent International GPE VII Limited Partnership; Advent International GPE VII-B Limited Partnership; Advent International GPE VII-C Limited Partnership; Advent International GPE VII-D Limited Partnership; Advent International GPE VII-F Limited Partnership; and Advent International GPE VII-G Limited Partnership.

GPEVII GP is the General Partner of the following entities: Advent International GPE VII-A Limited Partnership; Advent International GPE VII-E Limited Partnership; and Advent International GPE VII-H Limited Partnership.

Following the Transaction (as defined below), Advent Puma Acquisition Limited will be jointly owned by each of the Advent Funds.

(b) The principal business address of each Reporting Person is c/o Advent International Corporation, 75 State Street, Boston, MA 02109.

(c) The principal business of Advent International Corporation is to operate as an investment advisory firm and to make private equity investments. The principal business of each Reporting Person other than AIC, AIGPE VII LLC, GPE VII GP and GPE VII (Delaware) is to provide risk capital for, and make investments in the securities of, privately held and other businesses. Each of AIGPE VII LLC, GPE VII GP and GPE VII (Delaware) serves as the general partner of various Advent funds.

(d) (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On August 7, 2014, the Advent Funds entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Dennis J. Wilson pursuant to which the Advent Funds agreed, subject to certain customary closing conditions, to purchase an aggregate of 20,105,279 shares of the Corporation’s Common Stock (the “Purchased Shares”), for an aggregate purchase price of $844,421,718.00, as more fully described in Item 6 of this Schedule 13D. Following the execution of the Purchase Agreement, the Advent Funds assigned all of their rights and obligations under such agreement to Advent Puma Acquisition Limited (the “Advent Purchaser”). The source of the funds used to purchase the Purchased Shares will be derived from contributions from its members, the Advent Funds, which in turn received such funds from the partners of such Advent Funds provided that, except for the Advent Purchaser, each Reporting Person will not pay for the shares but rather will acquire beneficial ownership of the Purchased Shares indirectly, through director or indirect ownership of the Advent Purchaser).

Item 4. Purpose of Transaction.

As described further in Item 6 of this Schedule 13D, in connection with the purchase of the Purchased Shares, on August 7, 2014, the Reporting Persons have entered into a Support Agreement which contemplates (i) the expansion of the board of directors of the Corporation (the “Board”) to twelve members, (ii) the appointment David M. Mussafer and Steven J. Collins, each employees of AIC, to fill the resulting newly-created directorships, (iii) that Mr. Mussafer be offered the opportunity to serve and be appointed as co-Chairman of the Board and as a member of the nominating and governance committee of the Board; and (iv) that Mr. Collins be offered the opportunity to serve and be appointed as an observer to the audit committee of the Board and as a member of the compensation committee of the Board. In connection with the Support Agreement, the Corporation also agreed to hire a consultant to evaluate the corporate governance policies, processes and practices of the Corporation, the Board and its committees.

The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.

All of the Common Stock that is beneficially owned by the Reporting Persons as reported herein was acquired for investment purposes. The Reporting Persons intend to review their investment in the Corporation continually. Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Corporation, and, subject to the transfer restrictions, purchase restrictions and standstill obligations contained in the Support Agreement, as described in Item 6 of this Schedule 13D, the Reporting Persons may take or propose to take, alone or in conjunction with others including the Corporation, other actions intended to increase or decrease the Reporting Persons’ investment in the Corporation or the value of their investment in the Corporation, which could include one or more of the transactions or actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interests in the Securities of the Issuer.

(a) & (b) Pursuant to the Purchase Agreement (as more fully described in Item 6 of this Schedule 13D), subject to certain closing conditions, the Advent Purchaser will purchase an aggregate of 20,105,279 shares of Common Stock from Dennis J. Wilson (“Mr. Wilson”) and certain of his affiliates (together with Mr. Wilson, the “Wilson Entities”). The Purchase Agreement contemplates that the Wilson Entities seek to convert 20,105,279 of their exchangeable shares into shares of Common Stock (the “Exchange”) immediately prior to closing and that the Advent Purchaser (as successor to the Advent Funds) will thereafter purchase such shares. The Purchase Agreement will close upon the receipt of regulatory approval and the other customary conditions precedent contained therein.

In connection with signing the Purchase Agreement and the transactions contemplated thereby (together, the “Transaction”), the Reporting Persons may be deemed to be the beneficial owners of the Purchased Shares. All stock ownership and percentage ownership figures contained in this Schedule 13D reflect the effect of the Transaction, including the Exchange. Percentage ownership calculations are based on 135,628,854 outstanding common shares of the Corporation, which reflects the sum of the 115,523,575 outstanding shares of Common Stock as of June 9, 2014 and 20,105,279 shares anticipated to be converted via the Exchange. The percentage ownership figures in this Schedule 13D do not indicate

the percentage ownership of all outstanding voting securities of the Corporation (Common Stock plus special voting stock). The Purchased Shares represent approximately 13.85% of all outstanding voting securities of the Corporation.

The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this Schedule 13D after taking the Transaction into effect. The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3 of the Exchange Act.

Reporting Persons	Number of Shares Beneficially Owned	Percentage of Common Stock Outstanding
Advent International Corporation (1) (2) (3)	20,105,279	14.82%
Advent International GPE VII, LLC (1) (2) (3)	20,105,279	14.82%
Advent Puma Acquisition Limited	20,105,279	14.82%
GPE VII GP (Delaware) Limited Partnership (1) (2)	12,699,942	9.36%
GPE VII GP Limited Partnership (1) (3)	6,810,061	5.02%
Advent Partners GPE VII – A Limited Partnership (1)	21,412	0.02%
Advent Partners GPE VII – A Cayman Limited Partnership (1)	51,550	0.04%
Advent Partners GPE VII – B Cayman Limited Partnership (1)	212,613	0.16%
Advent Partners GPE VII 2014 Limited Partnership (1)	12,304	0.01%
Advent Partners GPE VII 2014 Cayman Limited Partnership (1)	34,983	0.03%
Advent Partners GPE VII – A 2014 Limited Partnership (1)	33,877	0.02%
Advent Partners GPE VII – A 2014 Cayman Limited Partnership (1)	24,669	0.02%
Advent Partners GPE VII Limited Partnership (1)	8,947	0.01%
Advent Partners GPE VII Cayman Limited Partnership (1)	194,921	0.14%
Advent International GPE VII-A Limited Partnership (3)	2,345,401	1.73%
Advent International GPE VII-E Limited Partnership (3)	4,145,147	3.05%
Advent International GPE VII-H Limited Partnership (3)	319,513	0.24%
Advent International GPE VII Limited Partnership (2)	2,534,069	1.87%
Advent International GPE VII-B Limited Partnership (2)	5,752,805	4.23%
Advent International GPE VII-C Limited Partnership (2)	1,828,736	1.35%
Advent International GPE VII-D Limited Partnership (2)	1,516,702	1.12%
Advent International GPE VII-F Limited Partnership (2)	533,815	0.39%
Advent International GPE VII-G Limited Partnership (2)	533,815	0.39%
Total Group	20,105,279	14.82%

(1) AIC is the Manager of Advent International GPE VII, LLC (“AIGPE VII LLC”) which in turn is the General Partner of the indicated Reporting Persons. Following the closing of the Transaction, each of the indicated Reporting Persons in turn will own a portion of Advent Puma Acquisition Limited, which will own all of the Purchased Shares. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by: Advent Partners GPE VII Limited Partnership; Advent Partners GPE VII Cayman Limited Partnership; Advent Partners GPE VII – A Limited Partnership; Advent Partners GPE VII – A Cayman Limited Partnership; Advent Partners GPE VII – B Cayman Limited Partnership; Advent Partners GPE VII 2014 Limited Partnership; Advent Partners GPE VII 2014 Cayman Limited Partnership; Advent Partners GPE VII – A 2014 Limited Partnership; Advent Partners GPE VII – A 2014 Cayman Limited Partnership. The beneficial ownership of AIC and AIGPE VII LLC derive from such power.

(2) AIC is the Manager of AIGPE VII LLC which in turn is the General Partner of GPE VII GP (Delaware) Limited Partnership (“GPEVII GP (Del)”) which in turn is the General Partner of the indicated Reporting Persons. Following the closing of the Transaction, each of the indicated Reporting Persons in turn will own a portion of Advent Puma Acquisition Limited, which will own all of the Purchased Shares. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership. The beneficial ownership of AIC, AIGPE VII LLC and GPEVII GP (Del) derive from such power.

(3) AIC is the Manager of AIGPE VII LLC which in turn is the General Partner of GPE VII GP Limited Partnership (“GPEVII GP”) which in turn is the General Partner of the indicated Reporting Persons. Following the closing of the Transaction, each of the indicated Reporting Persons in turn will own a portion of Advent Puma Acquisition Limited, which will own all of the Purchased Shares. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and Advent International GPE VII-H Limited Partnership. The beneficial ownership of AIC, AIGPE VII LLC and GPEVII GP derive from such power.

On account of certain voting agreements in the Support Agreement (as defined and more fully described in Item 6 of this Section 13D), the Reporting Persons may be deemed (i) to constitute a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), with Mr. Wilson and (ii) to beneficially own shares of Common Stock that may be beneficially owned by Mr. Wilson. It is the understanding of the Reporting Persons that Mr. Wilson makes filings on Schedule 13G under the Exchange Act with respect to the Common Stock. To the Reporting Persons’ knowledge, Mr. Wilson will beneficially own 20,112,399 shares of Common Stock immediately following the closing contemplated by the Purchase Agreement, and accordingly, the Reporting Persons and Mr. Wilson will, in the aggregate, then beneficially own 40,217,678 shares of Common Stock, representing approximately 27.7% of the Common Stock outstanding. Except for the foregoing sentence, all beneficial ownership and percentage ownership figures in this Schedule 13D do not include any shares owned by Mr. Wilson. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of shares of Common Stock owned by Mr. Wilson for purposes of Section 13(d) of the Exchange Act, or for any other purpose. Except for the Purchased Shares, the Reporting Persons have no economic interest in any shares of Common Stock beneficially owned by Mr. Wilson.

(c) Other than the Transaction, no Reporting Person has entered into any transactions in the securities of the Corporation within the last 60 days. To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Person listed on Schedule A to this Schedule 13D effected transactions in the Common Stock during within the last 60 days.

(d) not applicable

(e) not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Stock Purchase Agreement

As described above, on August 7, 2014, the Advent Funds entered into the Purchase Agreement with the Wilson Entities pursuant to which the Advent Funds agreed to purchase the Purchased Shares. Following the execution of the Purchase Agreement and the Support Agreement, the Advent Funds assigned all of their rights and obligations under such agreements to Advent Puma Acquisition Limited. The Purchase Agreement contemplates that the Wilson Entities seek to convert 20,105,279 exchangeable shares into shares of Common Stock immediately prior to closing and that Advent Puma Acquisition Limited (as successor to the Advent Funds) will thereafter purchase such shares. Pursuant to the Purchase Agreement, Mr. Wilson has agreed for as long as the Advent Funds or their affiliates beneficially own at least 5,000,000 shares of the Corporation’s Common Stock, that Mr. Wilson will not permit any amendment to the Corporation’s Amended and Restated Registration Rights Agreement that would adversely affect the Advent Funds.

Prior to closing, each of the Advent Funds and the Wilson Entities has committed to use reasonable best efforts to perform the actions necessary to permit consummation of the Transaction. The Purchase Agreement will close upon the receipt of regulatory approval and the concurrent consummation of the transactions contemplated by the Support Agreement described below. The closing of the Purchase Agreement is also subject to customary closing conditions, such as the parties’ representations being true and correct at the time of closing. The Purchase Agreement will terminate upon written notice by either party if the other party has breached one or more representations that remain uncured for 30 days or any time after the 100 day anniversary of signing.

The summary of the Purchase Agreement as described in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached to this Schedule 13D as Exhibit 99.1, and is incorporated herein by reference.

Support Agreement

On August 7, 2014, the Advent Funds entered into a support agreement (the “Support Agreement”) with Dennis J. Wilson and the Corporation in connection with the Purchase Agreement. Pursuant to the Support Agreement, effective as of the closing of the transactions contemplated in the Purchase Agreement, the Board agreed to (i) expand the size of the Board from ten directors to twelve directors and to appoint David M. Mussafer and Steven J. Collins to fill the resulting newly-created directorships; (ii) offer Mr. Mussafer the opportunity to serve and be appointed as co-Chairman of the Board and as a member of the nominating and governance committee of the Board; and (iii) offer Mr. Collins the opportunity to serve and be appointed as an observer to the audit committee of the Board and as a member of the compensation committee of the Board.

Pursuant to the Support Agreement, the Advent Funds and certain affiliated entities (collectively, “Advent”) and Mr. Wilson have agreed not to, directly or indirectly, solicit proxies and not to, directly or indirectly, participate in a referendum, make a stockholder proposal, or participate in any contested solicitation with respect to the Corporation for a period ending the day after the 2016 annual meeting of stockholders (but in any event not later than July 31, 2016). Further, Advent and Mr. Wilson have agreed not to directly or indirectly offer to effect or otherwise support an acquisition of or extraordinary transaction involving the Corporation or any tender offer, exchange offer, or other change of control transaction for 18 months following the closing of the Support Agreement (the “Support Agreement Period”) without the consent of the Board.

Prior to the earlier of the closing or termination of the Support Agreement, the Corporation has agreed not to (i) amend its certificate of incorporation or bylaws or (ii) authorize, issue or reclassify any capital stock other than in the ordinary course to the Corporation’s employees.

Prior to the earlier of the end of the Support Agreement Period and the occurrence of a change of control of the Corporation, Advent has agreed not to transfer any shares of Common Stock without the prior written consent of the Corporation (which consent may not be unreasonably withheld conditioned or delayed), subject to certain exceptions, including (i) if the closing price for such Common Stock (measured by a 5-day weighted average) is less than $30 per share, (ii) open market sales, (iii) non-open market sales to persons other than competitors of the Corporation or activist investment funds, (iii) transactions with affiliates and (iv) transfers to Mr. Wilson or his affiliates, provided that they would not collectively beneficially own 20% or more of the outstanding voting securities of the Corporation. During the Support Agreement Period, Advent has also agreed not to purchase additional shares of the Common Stock, subject to certain exceptions including (w) transfers to its affiliates, (x) purchases from Mr. Wilson or his affiliates, provided that Advent and its affiliates would not collectively beneficially own 20% or more of the outstanding voting securities of the Corporation, (y) purchases on the open market, provided that Advent and its affiliates would not collectively beneficially own 20% or more of the outstanding voting securities of the Corporation and (z) purchases when the closing price for such Common Stock (measured by a 5-day weighted average) is less than $30 per share.

In addition, under the Support Agreement Advent has agreed with the Corporation during the Support Agreement Period to cause all voting securities of the Corporation beneficially owned by it and/or its affiliates to be voted (i) in favor of any nominee or director nominated by the Board or the nominating and governance committee of the Board and (ii) against the removal of any director nominated by the Board or the nominating and governance committee of the Board. Mr. Wilson has similarly agreed to vote for the Board’s nominees. Each of Advent’s and Mr. Wilson’s voting agreement with the Company terminates upon the earlier of the end of the Support Agreement Period, the date on which such party no longer has the right to designate a board nominee (as described below), and the occurrence of a change of control, liquidation or similar event.

Pursuant to the Support Agreement, Advent will have a continuing right to nominate (i) two designees to the Board for so long as Advent beneficially owns at least 10% of the Corporation’s voting securities or (ii) one designee to the Board for so long as Advent beneficially owns at least 6.75% (but less than 10%) of the Corporation’s voting securities. Further, for so long as Advent beneficially owns at least 6.75% of the Corporation’s voting securities, one of its nominees will have the opportunity to serve as co-Chairman of the Board and at least one of its nominees will have the opportunity to join each of the Board’s committees (subject to independence and other applicable requirements).

In addition, Mr. Wilson will have a continuing right to nominate one designee to the Board for so long as he beneficially owns at least 8% of the Corporation’s voting securities. In the event that Advent no longer beneficially owns at least 2% of the Corporation’s voting securities, Advent’s Board designee will be required to resign from the Board. In the event Mr. Wilson no longer beneficially owns at least 4% of the Corporation’s voting securities or he takes any action that would violate his standstill obligations, his designee will be required to resign from the Board.

The Support Agreement contains various other terms and provisions, including with respect to non-disparagement, non-solicitation and nondisclosure entered into by the Corporation, Advent, and Mr. Wilson.

The Corporation agreed to engage a consultant promptly following the closing of the Support Agreement to evaluate the corporate governance policies, processes and practices of the Corporation, the Board and its committees and to use its commercially reasonable efforts to cause the consultant to conclude its evaluation within 90 days.

The Support Agreement may be terminated (i) by the Corporation, Advent, or Mr. Wilson if the closing of the Support Agreement has not occurred within 100 days of the signing of the Support Agreement or (ii) by the Corporation, Advent, or Mr. Wilson upon a breach of any representation, warranty, covenant, or agreement in the Support Agreement that remains uncured for 30 days following written notice to the other parties. The Support Agreement will automatically terminate upon the termination of the Purchase Agreement.

The information set forth in Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

The summary of the Support Agreement as described in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is attached to this Schedule 13D as Exhibit 99.2, and is incorporated herein by reference. A copy of the press release issued by the Corporation in connection with the Support Agreement is attached hereto as Exhibit 99.3.

Item 7. Materials to be Filed as Exhibits.

99.1	Stock Purchase Agreement, dated August 7, 2014, by and among Dennis J. Wilson, certain Advent International entities listed on the signature pages thereto and the other parties thereto.
99.2	Support Agreement, dated August 7, 2014, by and among the Corporation, Dennis J. Wilson, and the Advent International entities listed on the signature pages thereto (incorporated herein by reference to Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2014).
99.3	Press release dated August 7, 2014 (incorporated herein by reference to Exhibit 99.2 to the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2014).
99.4	Joint Filing Agreement as required by Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2014

Advent International GPE VII-A Limited Partnership

Advent International GPE VII-E Limited Partnership

Advent International GPE VII-H Limited Partnership

By: GPE VII GP Limited Partnership, General Partner

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International GPE VII Limited Partnership

Advent International GPE VII-B Limited Partnership

Advent International GPE VII-C Limited Partnership

Advent International GPE VII-D Limited Partnership

Advent International GPE VII-F Limited Partnership

Advent International GPE VII-G Limited Partnership

By: GPE VII GP (Delaware) Limited Partnership, General Partner

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent Partners GPE VII Limited Partnership

Advent Partners GPE VII Cayman Limited Partnership

Advent Partners GPE VII – A Limited Partnership

Advent Partners GPE VII – A Cayman Limited Partnership

Advent Partners GPE VII – B Cayman Limited Partnership

Advent Partners GPE VII 2014 Limited Partnership

Advent Partners GPE VII 2014 Cayman Limited Partnership

Advent Partners GPE VII – A 2014 Limited Partnership

Advent Partners GPE VII – A 2014 Cayman Limited Partnership

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

GPE VII GP Limited Partnership

GPE VII GP (Delaware) Limited Partnership

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International GPE VII, LLC

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International Corporation

By: Jarlyth H. Gibson, Risk Officer*

*For all of the above:

By: /s/ Jarlyth H. Gibson

Jarlyth H. Gibson, Risk Officer

Advent Puma Acquisition Limited

By: /s/ Michael Ristaino

Michael Ristaino, Director

SCHEDULE A

I.	Advent International Corporation

The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. All of the persons other than Ralf Huep and Humphrey Battcock listed below are United States citizens. Mr. Huep is a German citizen. Mr. Battcock is a citizen of the United Kingdom.

Name	Position with Advent International Corporation	Principal Occupation (if different)
Peter A. Brooke	Chairman
Thomas H. Lauer	Director
Richard F. Kane	Senior Vice President of Operations and Business Development & Managing Director; Assistant Secretary
Eileen Sivolella	Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary
James R. Westra	Senior Vice President & Managing Partner; Chief Legal Officer; General Counsel
Andrew D. Dodge	Vice President; Deputy General Counsel; Secretary
Heather R. Zuzenak	Chief Compliance Officer
Jarlyth H. Gibson	Risk Officer; Assistant Treasurer
Humphrey W. Battcock	Senior Vice President & Managing Partner; Executive Officers’ Committee Member
Ralf Huep	Senior Vice President & Managing Partner; Executive Officers’ Committee Member
David M. Mussafer	Director; Senior Vice President & Managing Partner; Executive Officers’ Committee Member
David M. McKenna	Senior Vice President & Managing Partner; Executive Officers’ Committee Member
Steven M. Tadler	Senior Vice President & Managing Partner; Executive Officers’ Committee Member
Ernest G. Bachrach	Director; Special Partner
John F. Brooke	Director	General Partner of Brooke Private Equity (1)
Mark Hoffman	Director	Chairman of Cambridge Research Group (2)

(1) The business address of Brooke Private Equity is 84 State St., Boston, MA 02109.

(2) The business address of Cambridge Research Group is 32 Taft Avenue, Newton, MA 02465.

II.	Advent Puma Acquisition Limited

Michael Ristaino is the sole director of Advent Puma Acquisition Limited. Mr. Ristaino’s business address is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. Mr. Ristaino is a United States citizen.

EX-99.1 2 mm08-1514lulu_sc13de991.htm EX.1 - STOCK PURCHASE AGREEMENT mm08-1514lulu_sc13de991.htm

EXHIBIT 99.1

Execution Copy

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement, dated as of August 7, 2014 (the “Agreement”), by and among the persons set forth on the signature page hereto under the heading “Purchaser” (collectively, the “Purchaser”), the persons set forth on the signature pages hereto under the heading “Seller” (each, a “Seller” and, collectively, the “Sellers”) and Dennis J. Wilson, individually (“Mr. Wilson” and, collectively with the Sellers, the “Seller Parties”).

WHEREAS, the Seller Parties desire to sell to the Purchaser, and the Purchaser desires to purchase from the Seller Parties the Purchased Shares (as defined herein); and

WHEREAS, each of the parties has determined that it is in their best interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Purchaser and the Seller Parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Affiliate” of a specified Person means any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Beneficial Ownership” or “Beneficially Own” shall have the meaning given such term in Rule 13d-3 under the Exchange Act, and a Person’s Beneficial Ownership of securities shall be calculated in accordance with the provisions of such Rule; provided, however, that for purposes of determining any Person’s Beneficial Ownership, such Person shall be deemed to be the Beneficial Owner of any equity securities which may be acquired by such Person, whether within sixty (60) days or thereafter, upon the conversion, exchange, redemption or exercise of any warrants, options, rights or other securities issued by the Company or Lulu Canadian Holding, Inc.

“Board of Directors” or “Board” shall mean the Company’s board of directors.

“Company” means lululemon athletica inc., a Delaware corporation.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” means any: (i) foreign, federal, state or local government, court, tribunal, administrative agency or department; (ii) other governmental, government

appointed or regulatory authority; or (iii) quasi-governmental authority exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“HSR Act” means Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.

“Laws” means, with respect to any Person, all foreign, federal, state and local statutes, laws, common law, ordinances, judgments, decrees and orders and all governmental rules and regulations applicable to such Person.

“Lien” means any lien, deed of trust, security interest, mortgage, pledge, claim lease, charge, option, right of first refusal, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, or any other similar restriction or other encumbrance of any kind that secures the payment or performance of an obligation or otherwise affects the right, title or interest in any property.

“Person” means any natural person, corporation, limited liability company, partnership, trust, Governmental Authority or other entity.

“Reports” shall mean all periodic reports, registration statements and proxy statements, together with any amendments required to be made with respect thereto, that were required to be filed with the SEC under the Securities Act or the Exchange Act.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Subsidiary” shall mean as to any Person, any Person (a) of which such first Person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power, or (b) of which such first Person possesses the right to elect more than 50% of the directors or Persons holding similar positions.

“Support Agreement” shall mean that certain Support Agreement dated as of the date hereof among the Purchaser, Mr. Wilson and the Company.

2. Purchase; Closing.

2.1 Purchase. On the terms and subject to the conditions herein, on the Closing Date, Mr. Wilson agrees to sell or cause to be sold by a Seller an aggregate number of shares of 20,105,279 shares (the “Purchased Shares”) of the Company’s common stock, par value $0.005 per share (the “US Company Common Stock”), it being acknowledged and agreed that all or a portion of the Purchased Shares may in the form of the right to receive shares of US Company Common Stock on the exchange or retraction of the exchangeable common shares of Lulu Canadian Holding, Inc., no par value per share, which has been initiated prior to the Closing but not yet completed, in each case free and clear of any Liens (other than restrictions arising under applicable securities Laws and restrictions set forth in the Support Agreement), for an aggregate purchase price of $844,421,718.00 (the “Purchase Price”). The Purchase Price shall be reduced by any amounts received subsequent to the date hereof and prior to the Closing by a Seller Party

or any Affiliate thereof in respect of any dividend or other distribution by the Company or Lulu Canadian Holding, Inc., as applicable, in respect of Beneficial Ownership of the Purchased Shares or the corresponding exchangeable common shares of Lulu Canadian Holding, Inc., no par value per share, owned by Mr. Wilson as of the date hereof.

2.2 Closing.

(a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the purchase and sale of the Purchased Shares referred to in Section 2.1 (Purchase) pursuant to this Agreement (the “Closing”) shall be held at the offices of Choate, Hall & Stewart LLP, Two International Place, Boston, Massachusetts 02110, at 10:00 a.m. Boston time on the fifth business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 2.3 (Closing Conditions) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction) or at such other date, time and place as the Purchaser and Mr. Wilson agree (the “Closing Date”).

(b) Subject to the satisfaction or waiver on or prior to the Closing Date of the applicable conditions to the Closing in Section 2.3 (Closing Conditions), at the Closing:

(i) Mr. Wilson will sell or cause to be sold by a Seller to the Purchaser the Purchased Shares; and

(ii) the Purchaser will deliver or cause to be delivered to a bank account designated by Mr. Wilson in writing at least two (2) business days prior to the Closing Date, the Purchase Price by wire transfer of immediately available funds.

2.3 Closing Conditions.

(a) The obligation of each of the Purchaser and the Seller Parties to effect the Closing is subject to the satisfaction or written waiver by each of the Purchaser and Mr. Wilson at or prior to the Closing of the following conditions:

(i) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority, and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

(ii) there shall not be any action, proceeding or litigation instituted, commenced, pending or threatened by or before any Governmental Authority that would or that seeks or that is reasonably likely to result in a judgment that could prevent, delay, unwind or impose material limitations or conditions on the transactions contemplated by this Agreement;

(iii) all applicable waiting periods (and any extension thereof) prescribed by the HSR Act shall have expired or shall have been terminated; and

(iv) the transactions pursuant to the Support Agreement shall have been or will be concurrently consummated.

(b) The obligation of the Purchaser to effect the Closing is also subject to the satisfaction or written waiver by the Purchaser at or prior to the Closing of the following conditions:

(i) the representations and warranties of the Seller Parties set forth in Section 2.4(b) (Representations and Warranties of the Seller Parties) hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date; and

(ii) each of the Seller Parties shall have performed in all material respects all obligations required to be performed by it pursuant to this Agreement prior to the Closing.

(c) The obligation of each Seller Party to effect the Closing is also subject to the satisfaction or written waiver by such Seller Party at or prior to the Closing of the following conditions:

(i) the representations and warranties of the Purchaser set forth in Section 2.4(a) (Representations and Warranties of the Purchaser) hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date; and

(ii) the Purchaser shall have performed in all material respects all obligations required to be performed by it pursuant to this Agreement prior to the Closing.

2.4 Representations and Warranties.

(a) Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties contained in this Section 2.4(a) to each Seller Party.

(i) Organization and Authority. The Purchaser is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.

(ii) Authorization.

(A) The Purchaser has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser, and no further approval or authorization by any of its partners is required. This Agreement has been duly and validly executed and delivered by the Purchaser and assuming due authorization, execution and delivery by the other parties, is a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(B) Neither the execution, delivery and performance by the Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Purchaser with any of the provisions hereof, will (1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the properties or assets of the Purchaser under any of the terms, conditions or provisions of (x) its governing instruments or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Purchaser is a party or by which it may be bound, or to which the Purchaser or any of the properties or assets of the Purchaser may be subject, or (2) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law applicable to the Purchaser or any of its properties or assets except in the case of clauses (1)(y) and (2) for such violations, conflicts and breaches as would not reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

(3) Other than the approval or expiration of applicable waiting periods under the HSR Act no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for the consummation by the Purchaser of the transactions contemplated by this Agreement.

(iii) Purchase for Investment. The Purchaser acknowledges that the purchase of the Purchased Shares to be purchased by it hereunder has not been registered under the Securities Act or under any state securities Laws. The Purchaser (A) acknowledges that it is acquiring the Purchased Shares to be purchased by it hereunder pursuant to an exemption from registration under the Securities Act solely for

investment with no present intention to distribute any of the Purchased Shares to any Person in violation of applicable securities Laws, (B) will not sell or otherwise dispose of any of the Purchased Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (C) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Purchased Shares and of making an informed investment decision, (D) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), (E) is a “qualified institutional buyer” (as that term is defined in Rule 144A of the Securities Act), and (F) (1) has reviewed the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2014, all subsequent Reports, (2) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Purchased Shares, (3) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access and (4) can bear the economic risk of (x) an investment in the Purchased Shares indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Purchased Shares and to protect its own interest in connection with such investment, and has evaluated the merits and risks of the transactions contemplated hereby based exclusively on its own independent review of the representations and warranties contained herein and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. The Purchaser has made its own decision concerning the transactions contemplated hereby without reliance on any representation or warranty of, or advice from, the Seller Parties.

(v) Limitation on Information. None of the Seller Parties or any of their respective Affiliates (1) has been requested to or has provided the Purchaser with any information or advice with respect to the Purchased Shares nor is such information or advice necessary or desired, or (2) has made or makes any representation as to the Company.

(vi) Material Nonpublic Information. The Purchaser acknowledges and understands that the Seller Parties and their respective Affiliates may possess material nonpublic information regarding the Company not known to the Purchaser that may impact the value of the Purchased Shares, including, without limitation, (A) information received by the Seller Parties and their respective Affiliates in their capacities as directors, significant stockholders and/or affiliates of the Company, (B) information otherwise received from the Company on a confidential basis, and (C) information received on a privileged basis from the attorneys and financial advisers representing the Company and the Board of Directors (collectively, the “Information”). The Purchaser understands, based on its experience, the disadvantage to which the Purchaser is subject due to the disparity of information between the Seller Parties and the

Purchaser. Notwithstanding such disparity, the Purchaser has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby.

(vii) Limitation on Liability. The Purchaser agrees that none of the Seller Parties or their respective Affiliates shall have any liability to the Purchaser or its Affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with any Seller Party’s use or non-disclosure (in connection with the transactions contemplated hereby) of the Information, and the Purchaser hereby irrevocably waives any claim that it might have based on the failure of any Seller Party to disclose the Information in connection with the transactions contemplated by this Agreement.

(viii) Financial Capability. The Purchaser currently has available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement. The Purchaser is not aware of any reason why the funds sufficient to fulfill its obligations under Section 2 will not be available on the Closing Date.

(ix) Brokers and Finders. No Purchaser or any of its Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company or the Seller Parties will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees.

(b) Representations and Warranties of the Seller Parties. Each Seller Party severally, but not jointly, hereby makes the following representations and warranties contained in this Section 2.4(b), solely with respect to such Seller Party, to the Purchaser.

(i) Organization and Authority. To the extent the Seller Party is not a natural Person, the Seller Party is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would reasonably be expected to materially and adversely affect the Seller Party’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Seller Party has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.

(ii) Authorization.

(A) To the extent the Seller Party is not a natural Person, such Seller Party has the corporate or other power and authority to enter into this Agreement and to carry out its obligations hereunder. To the extent the Seller Party is not a natural Person, such Seller Party has all requisite power, authority and legal capacity to enter into this Agreement and to carry out its obligations hereunder. To the extent the Seller Party is not a natural Person, the execution, delivery and performance of this Agreement by such Seller Party and the consummation of the transactions contemplated hereby have

been duly authorized by all requisite action on the part of such Seller Party, and no further approval or authorization by any of its managers or directors, as applicable, or partners or stockholders, as applicable, is required. This Agreement has been duly and validly executed and delivered by each Seller Party and assuming due authorization, execution and delivery by the other parties, is a valid and binding obligation of such Seller Party enforceable against such Seller Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(B) Neither the execution, delivery and performance by each Seller Party of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Seller Party with any of the provisions hereof, will (1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the properties or assets of such Seller Party under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Seller Party is a party or by which it may be bound, or to which such Seller Party or any of the properties or assets of such Seller Party may be subject, or (2) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law applicable to such Seller Party or any of its properties or assets except in the case of clauses (1) and (2) for such violations, conflicts and breaches as would not reasonably be expected to materially and adversely affect such Seller Party’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

(C) Other than the approval or expiration of applicable waiting periods under the HSR Act no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Authority, nor expiration or termination of any statutory waiting period, is necessary for the consummation by the Seller Party of the transactions contemplated by this Agreement.

(iii) Ownership of the Purchased Shares. Mr. Wilson is the record and Beneficial Owner of and has good and valid title to the that number of exchangeable common shares of Lulu Canadian Holding, Inc., no par value per share, corresponding to the Purchased Shares, free and clear of any and all Liens. Prior to the Closing, each Seller shall be the record owner of and have good and valid title to the Purchased Shares to be sold by it to the Purchaser hereunder, free and clear of any and all Liens.

(iv) Brokers and Finders. No Seller Party or any its respective Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company or the Purchaser will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees.

2.5 Pre-Closing Covenants.

(a) Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (i) the Closing and (ii) the termination of this Agreement in accordance with the provisions hereof (the “Pre-Closing Period”), each of the parties will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Authorities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Purchaser and the Seller Parties shall use all commercially reasonable efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof), the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act, in each case, with respect to the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Seller Parties shall prepare and file a Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement, and the Purchaser shall be responsible for the filing fee associated therewith. The Purchaser and the Seller Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. Each of the parties hereto agrees to act reasonably and as promptly as practicable in connection with the foregoing. Each party hereto agrees to keep the other parties apprised of the status of matters referred to in this Section 2.5(a). Each party shall promptly furnish to the others, to the extent permitted by Law, copies of written communications received by it from any Governmental Authority in respect of the transactions contemplated by this Agreement.

(b) Reasonable Best Efforts to Close. During the Pre-Closing Period, the parties will use reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable Laws so as to permit consummation of the transactions contemplated hereby as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall cooperate reasonably with the other party hereto to that end, including in relation to the satisfaction of the conditions to Closing set forth in Section 2.3 (Closing Conditions) and cooperating in seeking to obtain any consent required from Governmental Authorities.

2.6 Termination.

(a) Termination. Prior to the Closing, this Agreement may only be terminated:

(i) by mutual written agreement of the Purchaser and Mr. Wilson;

(ii) by the Purchaser or Mr. Wilson, upon written notice to the other parties given at any time on or after the day that is 100 days after the date hereof; provided, however, that the right to terminate this Agreement pursuant to this Section 2.6(a)(ii) shall not be available to any party whose failure to fulfill any representations, warranties, covenants or obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(iii) by written notice given by the Purchaser to Mr. Wilson, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Seller Parties in this Agreement such that the conditions in Section 2.3(b) (Conditions to Closing of Purchaser) would not be satisfied and which have not been cured by the applicable party after thirty (30) days written notice by the Purchaser to Mr. Wilson thereof requesting such inaccuracies or breaches to be cured;

(iv) by written notice given by Mr. Wilson to the Purchaser, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Purchaser in this Agreement such that the conditions in Section 2.3(c) (Conditions to Closing of Seller Parties) would not be satisfied and which have not been cured by the applicable party after thirty (30) days written notice by Mr. Wilson to the Purchaser thereof requesting such inaccuracies or breaches to be cured; or

(v) upon termination of the Support Agreement.

(b) Effects of Termination. In the event of any termination of this Agreement in accordance with Section 2.6(a) (Termination), no party (or any of its Affiliates) shall have any liability or obligation to any other party (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (i) any liability arising from any breach by such party of its obligations of this Agreement arising prior to such termination and (ii) any fraud or intentional or willful breach of this Agreement. In the event of any such termination, this Agreement shall become void and have no effect, and (if such termination is prior to the Closing) the transactions contemplated hereby shall be abandoned without further action by the parties hereto, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 8 (Miscellaneous) shall survive the termination of this Agreement.

2.7 Registration Rights Agreement. Following the Closing until such time as the Purchaser and its permitted assigns (collectively, the “Purchaser Parties”) no longer Beneficially Own at least 5,000,000 shares of US Company Common Stock (subject to

appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) that are not freely sellable within a 3 month period without the necessity of the Company filing a registration statement therefor, Mr. Wilson shall not permit the amendment or modification, in a manner that would adversely effect a Purchaser Party, of the Amended and Restated Registration Rights Agreement, dated as of December 12, 2012, by and among the Company and the parties named therein.

2.8 Tender of Shares. Prior to the Closing and other in connection with the consummation of the transactions contemplated hereby, no Seller Party shall permit the Company, Lulu Canadian Holding, Inc. or an Affiliate thereof to redeem, repurchase or acquire any capital stock of the Company or Lulu Canadian Holding, Inc. that are Beneficially Owned or owned of record by such Person, other than in connection with the exchange or retraction of exchangeable common shares of Lulu Canadian Holding, Inc., no par value per share.

3. Miscellaneous.

3.1 Governing Law. This Agreement shall be governed in all respects by the Laws of the State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the Laws of any other jurisdiction.

3.2 Jurisdiction; Enforcement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). In addition, each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any

claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby consents to service being made through the notice procedures set forth in Section 3.6 (Notices) and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 3.6 (Notices) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.3 Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, the rights of the Purchaser under this Agreement shall not be assignable to any Person other than Affiliates of the Purchaser (excluding portfolio companies of the Purchaser) without the consent of Mr. Wilson, such consent not to be unreasonably withheld, conditioned or delayed; provided further that, for the avoidance of doubt, Purchaser shall have the ability to transfer its rights (but not its obligations as to which Purchaser shall remain bound) under this Agreement, or to reallocate the Purchased Shares, to any Affiliate or managed fund (excluding any portfolio company of the Purchaser) without the consent of any party.

3.4 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to confer on any Person other than the parties any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, shareholder, director, officer, employee or other Beneficial Owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

3.5 Entire Agreement. This Agreement, the Support Agreement and the other documents delivered pursuant to this Agreement constitute the full and entire understanding and agreement among the parties with regard to the subjects of this Agreement and such other agreements and documents. The parties have voluntarily agreed to define their rights, liabilities and obligations respecting the transactions exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties expressly disclaim that they are owed any duties not expressly set forth in this Agreement. None of the parties shall have any remedies or causes of action (whether in contract, tort or otherwise) for any statements, communications,

disclosures, failure to disclose, representations or warranties not set forth in this Agreement. Each party acknowledges that (i) each other party is relying on such party’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the transactions contemplated hereby; and (ii) without such representations, warranties and agreements, the other parties would not enter into this Agreement or engage in the transactions contemplated hereby. For purposes of this Agreement, the act or omission of any one Seller Party shall be attributed to each Seller Party. In no event shall any Seller Party be responsible for any act or omission of the Purchaser , and in no event shall the Purchaser be responsible for any act or omission of any Seller Party.

3.6 Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

If to the Purchaser:

c/o Advent International Corporation

75 State Street

Boston, Massachusetts 02109

Attention: David Mussafer, Steve Collins and James Westra

Facsimile: (617) 951-0568

Email: dmm@adventinternational.com

scollins@adventinternational.com, and

jwestra@adventinternational.com

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

100 Federal Street

Boston, Massachusetts 02110

Attention: Marilyn French

Facsimile: 617-772-8333

Email: Marilyn.french@weil.com

If to a Seller Party:

Dennis J. Wilson

21 Water Street, Suite 600

Vancouver, B.C.

Canada V6B 1A1

with a copy to (which shall not constitute notice):

McCullough, O’Connor, Irwin LLP

Oceanic Plaza

1066 Hastings Street, Suite 2600

Vancouver, B.C.

Canada V6E 3X1

Attention: Jonathan McCullough

Facsimile: (604) 687-7099

Email: jmccullough@moisolicitors.com

and with a copy to (which shall not constitute notice):

Choate, Hall & Stewart LLP

Two International Place

Boston, MA 02110

Attention: John R. Pitfield

Facsimile: (617) 248-5000

Email: jpitfield@choate.com

or in any such case to such other address, facsimile number or telephone as either party may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed.

3.7 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

3.8 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties or, in the case of a waiver, by the party or parties against whom the waiver is to be effective.

3.9 Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

3.10 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

3.11 Titles and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section, Schedule or Exhibit, such reference shall be to a Section, Schedule or Exhibit of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

PURCHASER:


	Advent International GPE VII-A Limited Partnership
	Advent International GPE VII-E Limited Partnership
	Advent International GPE VII-H Limited Partnership
By:	GPE VII GP Limited Partnership, General Partner
By:	Advent International GPE VII, LLC, General Partner
By:	Advent International Corporation, Manager

By:	/s/ James Westra
Name (Printed): James Westra
Title: Managing Partner


	Advent International GPE VII Limited Partnership
	Advent International GPE VII-B Limited Partnership
	Advent International GPE VII-C Limited Partnership
	Advent International GPE VII-D Limited Partnership
	Advent International GPE VII-F Limited Partnership
	Advent International GPE VII-G Limited Partnership
By:	GPE VII GP (Delaware) Limited Partnership, General Partner
By:	Advent International GPE VII, LLC, General Partner
By:	Advent International Corporation, Manager

By:	/s/ James Westra
Name (Printed): James Westra
Title: Managing Partner

	Advent Partners GPE VII Limited Partnership
	Advent Partners GPE VII Cayman Limited Partnership
	Advent Partners GPE VII – A Limited Partnership
	Advent Partners GPE VII – A Cayman Limited Partnership
	Advent Partners GPE VII – B Cayman Limited Partnership
	Advent Partners GPE VII 2014 Limited Partnership
	Advent Partners GPE VII 2014 Cayman Limited Partnership
	Advent Partners GPE VII – A 2014 Limited Partnership
	Advent Partners GPE VII – A 2014 Cayman Limited Partnership
By:	Advent International GPE VII, LLC, General Partner
By:	Advent International Corporation, Manager

By:	/s/ James Westra
Name (Printed): James Westra
Title: Managing Partner

SELLERS:


WILSON 5 FOUNDATION

By:	0934777 B.C. LTD., as Trustee


By:	/s/ Dennis J. Wilson
Name (Printed): Dennis J. Wilson
Title: Director

1008759 B.C. LTD.


By:	/s/ Dennis J. Wilson
Name (Printed): Dennis J. Wilson
Title: Director


MR. WILSON:


/s/ Dennis J. Wilson
Dennis J. Wilson, individually

EX-99.4 3 mm08-1514lulu_sc13de994.htm EX.4 - JOINT FILING AGREEMENT mm08-1514lulu_sc13de994.htm

Exhibit 99.4

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Stock of lululemon athletica inc. This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Advent International GPE VII-A Limited Partnership

Advent International GPE VII-E Limited Partnership

Advent International GPE VII-H Limited Partnership

By: GPE VII GP Limited Partnership, General Partner

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International GPE VII Limited Partnership

Advent International GPE VII-B Limited Partnership

Advent International GPE VII-C Limited Partnership

Advent International GPE VII-D Limited Partnership

Advent International GPE VII-F Limited Partnership

Advent International GPE VII-G Limited Partnership

By: GPE VII GP (Delaware) Limited Partnership, General Partner

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent Partners GPE VII Limited Partnership

Advent Partners GPE VII Cayman Limited Partnership

Advent Partners GPE VII – A Limited Partnership

Advent Partners GPE VII – A Cayman Limited Partnership

Advent Partners GPE VII – B Cayman Limited Partnership

Advent Partners GPE VII 2014 Limited Partnership

Advent Partners GPE VII 2014 Cayman Limited Partnership

Advent Partners GPE VII – A 2014 Limited Partnership

Advent Partners GPE VII – A 2014 Cayman Limited Partnership

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

GPE VII GP Limited Partnership

GPE VII GP (Delaware) Limited Partnership

By: Advent International GPE VII, LLC, General Partner

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International GPE VII, LLC

By: Advent International Corporation, Manager

By: Jarlyth H. Gibson, Risk Officer*

Advent International Corporation

By: Jarlyth H. Gibson, Risk Officer*

*For all of the above:

By: /s/ Jarlyth H. Gibson

Jarlyth H. Gibson, Risk Officer

Advent Puma Acquisition Limited

By: /s/ Michael Ristaino

Michael Ristaino, Director