0001104659-20-023514.txt : 20200220 0001104659-20-023514.hdr.sgml : 20200220 20200220180604 ACCESSION NUMBER: 0001104659-20-023514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CORTEC GROUP GP, LLC CENTRAL INDEX KEY: 0001803535 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636726 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-370-5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cortec Management V, LLC CENTRAL INDEX KEY: 0001679556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636727 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.370.5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cortec Group Fund V, L.P. CENTRAL INDEX KEY: 0001679557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636728 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.370.5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cortec Co-Investment Fund V, LLC CENTRAL INDEX KEY: 0001679555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636729 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.370.5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cortec Management V (Co-Invest), LLC CENTRAL INDEX KEY: 0001679560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636730 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.370.5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cortec Group Fund V (Parallel), L.P. CENTRAL INDEX KEY: 0001679558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38713 FILM NUMBER: 20636731 BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.370.5600 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YETI Holdings, Inc. CENTRAL INDEX KEY: 0001670592 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 455297111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 7601 SOUTHWEST PARKWAY CITY: AUSTIN STATE: TX ZIP: 78735 BUSINESS PHONE: (512) 394-9384 MAIL ADDRESS: STREET 1: 7601 SOUTHWEST PARKWAY CITY: AUSTIN STATE: TX ZIP: 78735 4 1 a4.xml 4 X0306 4 2020-02-20 0 0001670592 YETI Holdings, Inc. YETI 0001803535 CORTEC GROUP GP, LLC C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 0001679556 Cortec Management V, LLC C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 0001679557 Cortec Group Fund V, L.P. C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 0001679555 Cortec Co-Investment Fund V, LLC C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 0001679560 Cortec Management V (Co-Invest), LLC C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 0001679558 Cortec Group Fund V (Parallel), L.P. C/O CORTEC GROUP INC. 140 EAST 45TH STREET, 43RD FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2020-02-20 4 S 0 10401887 31.85 D 16937844 I See Footnotes Common Stock 2020-02-20 4 S 0 239244 31.85 D 389571 I See Footnotes Common Stock 2020-02-20 4 S 0 635937 31.85 D 1035523 I See Footnotes Cortec Group Fund V, L.P., Cortec Co-Investment Fund V, LLC and Cortec Group Fund V (Parallel), L.P. each sold shares in an offering of Common Stock by certain selling stockholders of the Issuer on February 20, 2020 at a price of $31.85 per share. The amount shown represents the beneficial ownership of Common Stock held directly by Cortec Group Fund V, L.P. The amount shown represents the beneficial ownership of Common Stock held directly by Cortec Co-Investment Fund V, LLC. The amount shown represents the beneficial ownership of Common Stock held directly by Cortec Group Fund V (Parallel), L.P. See Exhibit 24.1 for the Power of Attorney for Cortec Group GP, LLC.See Exhibit 99 for the relationship among the reporting persons identified herein. Exhibit List: Exhibit 24.1 Exhibit 99 CORTEC GROUP GP, LLC By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 CORTEC MANAGEMENT V, LLC By: CORTEC GROUP GP, LLC, its manager By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 CORTEC GROUP FUND V, L.P. By: CORTEC MANAGEMENT V, LLC, its general partner By: CORTEC GROUP GP, LLC, its manager By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 CORTEC CO-INVESTMENT FUND V, LLC By: CORTEC GROUP GP, LLC, its manager By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 CORTEC MANAGEMENT V (CO-INVEST), LLC By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 CORTEC GROUP FUND V (PARALLEL), L.P. By: CORTEC MANAGEMENT V (CO-INVEST), LLC, its general partner By: /s/ David L. Schnadig as attorney-in-fact 2020-02-20 EX-24.1 2 ex-24d1.htm EX-24.1

EXHIBIT 24.1

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of David L. Schnadig, Michael E. Najjar and Regina Braman, signing singly and with full power of substitution and resubstitution, the true and lawful attorney-in-fact of the undersigned to:

1. execute for and on behalf of the undersigned, in their capacities as officers, directors or ten percent stockholders of YETI Holdings, Inc. (the “Issuer”), Forms 3, 4, and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the responsibilities of the undersigned to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect as to the undersigned until such person is no longer required to file Forms 3, 4, and 5 with respect to its holdings of and transactions in securities issued by the Issuer, unless earlier revoked by such person in a signed writing delivered to the foregoing attorneys-in-fact.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 12th day of February, 2020.

		CORTEC GROUP GP, LLC

		By:	/s/ David L. Schnadig
			Name: David L. Schnadig
			Title: Member

EX-99 3 ex-99.htm EX-99

EXHIBIT 99

This Form 4 is being filed by (i) Cortec Group GP, LLC, (ii) Cortec Management V, LLC, (iii) Cortec Group Fund V, L.P., (iv) Cortec Co-Investment Fund V, LLC, (v) Cortec Management V (Co-Invest), LLC, and (vi) Cortec Group Fund V (Parallel), L.P.

Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. Cortec Group GP, LLC is the manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The manner in which the investments of Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Group GP, LLC, as manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The managers of Cortec Group GP, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, Michael E. Najjar, Jeffrey R. Shannon and Jonathan A. Stein. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC.

Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The manner in which the investments of Cortec Group Fund V (Parallel), L.P. are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Management V (Co-Invest), LLC. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, R. Scott Schafler and Michael E. Najjar. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V (Parallel), L.P.

As Cortec Group Fund V (Parallel), L.P. is required by the terms of its limited partnership agreement to dispose of its equity investments in the same manner and at the same time as Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC, John T. Miner and Allison S. Klazkin may only dispose of their respective equity investments in the same manner and at the same time as Cortec Group Fund V, L.P., Cortec Management V, LLC, as managing general partner of Cortec Group Fund V, L.P. may also be deemed to have beneficial ownership in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), over the shares of common stock held by Cortec Group Fund V (Parallel), L.P., Cortec Co-Investment Fund V, LLC, John T. Miner and Allison S. Klazkin. Cortec Group GP, LLC, as manager of Cortec Management V, LLC may also be deemed to have beneficial ownership in accordance with Rule 13d-3 of the Exchange Act, over the shares of common stock held by Cortec Group Fund V (Parallel), L.P., John T. Miner and Allison S. Klazkin. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P., John T. Miner and Allison S. Klazkin.

Each of the managers of Cortec Group GP, LLC and Cortec Management V (Co-Invest), LLC disclaims beneficial ownership of the shares of common stock beneficially owned by such entities. Each of the managers of Cortec Group GP, LLC, Cortec Group GP, LLC and Cortec Management V, LLC disclaims beneficial ownership of the shares of common stock held by John T. Miner and Allison S. Klazkin.

The shares of common stock of the Issuer held by John T. Miner and Allison S. Klazkin are not included in this Form 4 because the Reporting Persons have no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in the shares held by John T. Miner and Allison S. Klazkin.