0001209191-18-052924.txt : 20181001 0001209191-18-052924.hdr.sgml : 20181001 20181001215150 ACCESSION NUMBER: 0001209191-18-052924 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181001 DATE AS OF CHANGE: 20181001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099085 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green V Holdings, LLC CENTRAL INDEX KEY: 0001449645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099086 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beacon Coinvest LLC CENTRAL INDEX KEY: 0001533152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099087 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LGP Beacon Coinvest LLC DATE OF NAME CHANGE: 20111020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital V, LLC CENTRAL INDEX KEY: 0001449640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099088 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leonard Green & Partners, L.P. CENTRAL INDEX KEY: 0001175523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099089 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 213-229-7512 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP DATE OF NAME CHANGE: 20020613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates V LLC CENTRAL INDEX KEY: 0001642447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099090 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-654-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD. STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP MANAGEMENT INC CENTRAL INDEX KEY: 0001175525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099091 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC CENTRAL INDEX KEY: 0001632725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099092 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side V, L.P. CENTRAL INDEX KEY: 0001449643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38559 FILM NUMBER: 181099093 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BJ's Wholesale Club Holdings, Inc. CENTRAL INDEX KEY: 0001531152 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 452936287 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 774-512-7400 MAIL ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: Beacon Holding Inc. DATE OF NAME CHANGE: 20110927 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-01 0 0001531152 BJ's Wholesale Club Holdings, Inc. BJ 0001449644 Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449645 Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001533152 Beacon Coinvest LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449640 GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175523 Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001642447 LGP Associates V LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001449643 Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 2018-10-01 4 S 0 11213886 26.00 D 21258778 D Common Stock 2018-10-01 4 S 0 3363897 26.00 D 6377121 D Common Stock 2018-10-01 4 S 0 456875 26.00 D 866125 D Represents shares of common stock, par value $0.01 per share ("Common Stock") of BJ's Wholesale Club Holdings, Inc. (the "Issuer") sold by Green Equity Investors V, L.P. ("GEI V") in connection with the closing of a secondary offering of Common Stock by certain selling stockholders (the "Offering") and in connection with the exercise of an over-allotment option by the underwriters in the Offering. Represents Common Stock owned by GEI V. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon. GEI Capital V, LLC ("Capital") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates V LLC ("LGP Associates"), which is the management company of Beacon Coinvest LLC ("Beacon") and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Each of GEI V, GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Common Stock owned by GEI V, GEI Side V, or Beacon, and therefore, a "ten percent holder" hereunder. Each of GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI V, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents Common Stock sold by GEI Side V in connection with the closing of the Offering and in connection with the exercise of an over-allotment option by the underwriters in the Offering. Represents Common Stock owned by GEI Side V. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon. Each of GEI V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side V, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents Common Stock sold by Beacon in connection with the closing of the Offering and in connection with the exercise of an over-allotment option by the underwriters in the Offering. Represents Common Stock owned by Beacon. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent, among other exceptions, until 90 days after the date of the prospectus relating to the transactions reported hereon. Each of GEI V, GEI Side V, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Beacon, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. The reporting persons may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of GEI V's right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of the Voting Agreement by and among the Issuer, GEI V, GEI Side V, Beacon, and CVC Beacon L.P. Andrew Goldberg, attorney-in-fact 2018-10-01