SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CCMP Capital, LP

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/17/2022 S(1) 2,037,234 D $13.8838 44,343,964 I By CCMP Capital Investors III, L.P.(2)(3)(4)(5)
Common Stock 05/17/2022 S(1) 125,753 D $13.8838 2,737,245 I By CCMP Capital Investors III (Employee), L.P.(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CCMP Capital, LP

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital GP, LLC

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors III, L.P.

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors III (Employee), L.P.

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates III, L.P.

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates III GP, LLC

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
200 PARK AVENUE, SUITE 1700

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
Explanation of Responses:
1. Shares sold by the reporting person were part of the underwriters' partial exercise of the option to purchase an additional 3,345,000 shares of the Issuer's common stock in connection with the underwritten secondary offering previously disclosed on the reporting person's Form 4 filed May 6, 2022.
2. CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors, the "CCMP Investors"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP").
3. CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. In connection with the consummation of the initial public offering of the Issuer's common stock, par value $0.001 per share ("Common Stock"), the CCMP Investors entered into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the Issuer and certain affiliates of MSD Partners, L.P. ("MSD") and Alberta Investment Management Corporation ("AIMCo") pursuant to which the CCMP Investors and MSD have agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them, and AIMCo has also agreed to certain restrictions on the transfer of its shares of Common Stock. By virtue of the Stockholders' Agreement, the CCMP Investors, MSD and AIMCo may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").
5. In addition, each reporting person may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person disclaims any pecuniary interest in any shares of Common Stock held by the group with MSD and AIMCo except as reported as beneficially owned by the reporting persons in this Form 4.
CCMP CAPITAL, LP By: CCMP Capital GP, LLC, its general partner By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
CCMP CAPITAL GP, LLC By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
CCMP CAPITAL INVESTORS III, L.P. By: CCMP Capital Associates III, L.P., its general partner By: CCMP Capital Associates III GP, LLC, its general partner By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P. By: CCMP Capital Associates III, L.P., its general partner By: CCMP Capital Associates III GP, LLC, its general partner By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
CCMP CAPITAL ASSOCIATES III, L.P. By: CCMP Capital Associates III GP, LLC, its general partner By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
CCMP CAPITAL ASSOCIATES III GP, LLC By: /s/ Mark McFadden Name: Mark McFadden Title: Managing Partner 05/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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