0001193125-20-290191.txt : 20201110 0001193125-20-290191.hdr.sgml : 20201110 20201110162451 ACCESSION NUMBER: 0001193125-20-290191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201110 DATE AS OF CHANGE: 20201110 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: J. KRISTOFER GALASHAN GROUP MEMBERS: JONATHAN D. SOKOLOFF GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP ASSOCIATES V LLC GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PERIDOT COINVEST MANAGER LLC GROUP MEMBERS: TCS CO-INVEST, LLC GROUP MEMBERS: TIMOTHY J. FLYNN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Container Store Group, Inc. CENTRAL INDEX KEY: 0001411688 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 260565401 FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87708 FILM NUMBER: 201301485 BUSINESS ADDRESS: STREET 1: 500 Freeport Parkway CITY: Coppell STATE: TX ZIP: 75019 BUSINESS PHONE: 972-538-6000 MAIL ADDRESS: STREET 1: 500 Freeport Parkway CITY: Coppell STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: TCS Holdings, Inc. DATE OF NAME CHANGE: 20120611 FORMER COMPANY: FORMER CONFORMED NAME: TCS Holdings DATE OF NAME CHANGE: 20070906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d940425dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

The Container Store Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

210751103

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 2020

(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

 

*

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).

 

 

 

CUSIP No. 210751103

   Schedule 13D/A   Page 2 of 18 Pages

 

 

 

 

  (1)   

Name of Reporting Persons:

 

Green Equity Investors V, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. 210751103

   Schedule 13D/A   Page 3 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Green Equity Investors Side V, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. 210751103

   Schedule 13D/A   Page 4 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

TCS Co-Invest, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 210751103

   Schedule 13D/A   Page 5 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

GEI Capital V, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 210751103

   Schedule 13D/A   Page 6 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Green V Holdings, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 210751103

   Schedule 13D/A   Page 7 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Leonard Green & Partners, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. 210751103

   Schedule 13D/A   Page 8 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

LGP Management, Inc.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

CO

CUSIP No. 210751103

   Schedule 13D/A   Page 9 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Peridot Coinvest Manager LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 210751103

   Schedule 13D/A   Page 10 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

LGP Associates V LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. 210751103

   Schedule 13D/A   Page 11 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Jonathan D. Sokoloff

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 210751103

   Schedule 13D/A   Page 12 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

Timothy J. Flynn

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 210751103

   Schedule 13D/A   Page 13 of 18 Pages

 

 

 

  (1)   

Name of Reporting Persons:

 

J. Kristofer Galashan

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

 

    

  (3)  

SEC Use Only:

 

    

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐

 

    

  (6)  

Citizenship or Place of Organization:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

      (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

27,392,053 shares of Common Stock

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

27,392,053 shares of Common Stock

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

27,392,053 shares of Common Stock

(12)  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐

 

    

(13)  

Percent of Class Represented by Amount in Row (11):

 

53.8% beneficial ownership of the voting stock based on 50,555,098 shares of Common Stock outstanding as reported in Form 10-Q filed by the Issuer on October 21, 2020.

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. 210751103

   Schedule 13D/A   Page 14 of 18 Pages

 

 

 

ITEM 1.

SECURITY AND ISSUER

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of The Container Store Group, Inc., a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is 500 Freeport Parkway, Coppell, Texas 75019.

 

ITEM 2.

IDENTITY AND BACKGROUND

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

 

  (a)

As of the date of this statement, (i) GEI V is the record owner of 20,487,343 shares of Common Stock, (ii) GEI Side V is the record owner of 6,145,700 shares of Common Stock, and (iii) Co-Invest is the record owner of 263,147 shares of Common Stock.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The disclosure provided in Item 3 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

In addition to and not in lieu of the foregoing, as of the date of this statement, Jonathan D. Sokoloff and Timothy J. Flynn each held (i) options convertible into 109,150 shares of Common Stock, all of which are vested and exercisable, and (ii) 56,138 shares of restricted Common Stock, all of which were awarded to the respective individual as compensation for services, and J. Kristofer Galashan held (i) options convertible into 109,149 shares of Common Stock, all of which are vested and exercisable, and (ii) 56,138 shares of restricted Common Stock, all of which were awarded to Mr. Galashan as compensation for services.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting
Persons

    Number of
Shares With
Sole Voting and
Dispositive
Power		      Number of
Shares With
Shared Voting
and Dispositive
Power		      Aggregate
Number of
Shares
Beneficially
Owned		      Percentage
of Class
Beneficially
Owned		  

GEI V

      0        27,392,053        27,392,053        53.8 % 

GEI Side V

      0        27,392,053        27,392,053        53.8 % 

Co-Invest

      0        27,392,053        27,392,053        53.8 % 

Jonathan D. Sokoloff

      0        27,392,053        27,392,053        53.8 % 

Timothy J. Flynn

      0        27,392,053        27,392,053        53.8 % 

J. Kristofer Galashan

      0        27,392,053        27,392,053        53.8 % 

Other Reporting Persons

      0        27,392,053        27,392,053        53.8 % 

CUSIP No. 210751103

   Schedule 13D/A   Page 15 of 18 Pages

 

 

 

  (c)

The following table sets forth all transactions with respect to shares of Common Stock effectuated in the last 60 days by any of the Reporting Persons. Each day’s sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.

 

Reporting Person

    Date of Transaction      Number of Shares
Sold		      Price per Share  

GEI VI

      11/05/2020        236,403      $ 10.48  

GEI Side V

      11/05/2020        70,915      $ 10.48  

Co-Invest

      11/05/2020        3,036      $ 10.48  

GEI V

      11/06/2020        152,344      $ 9.99  

GEI Side V

      11/06/2020        45,699      $ 9.99  

Co-Invest

      11/06/2020        1,957      $ 9.99  

GEI VI

      11/09/2020        63,590      $ 9.87  

GEI Side V

      11/09/2020        19,075      $ 9.87  

Co-Invest

      11/09/2020        817      $ 9.87  

GEI VI

      11/09/2020        12,582      $ 10.47  

GEI Side V

      11/09/2020        3,775      $ 10.47  

Co-Invest

      11/09/2020        161      $ 10.47  

 

  (d)

Not applicable.

 

  (e)

Not applicable.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

7.1    Power of Attorney, dated November 10, 2020.

CUSIP No. 210751103

   Schedule 13D/A   Page 16 of 18 Pages

 

 

 

SIGNATURE

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

Dated as of November 10, 2020

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
TCS Co-Invest, LLC
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
GEI Capital V, LLC
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
Green V Holdings, LLC
By: LGP Management, Inc., its managing member
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary

CUSIP No. 210751103

   Schedule 13D/A   Page 17 of 18 Pages

 

 

 

LGP Management, Inc.
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
Peridot Coinvest Manager LLC
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary
LGP Associates V LLC
By:   Peridot Coinvest Manager LLC, its Manager
By:  

/S/ ANDREW C. GOLDBERG

  Vice President, General Counsel and Secretary

 

/S/ ANDREW C. GOLDBERG

Andrew C. Goldberg, as Attorney-in-Fact for
Jonathan D. Sokoloff

/S/ ANDREW C. GOLDBERG

Andrew C. Goldberg, as Attorney-in-Fact for
Timothy J. Flynn

/S/ ANDREW C. GOLDBERG

Andrew C. Goldberg, as Attorney-in-Fact for
J. Kristofer Galashan

CUSIP No. 210751103

   Schedule 13D/A   Page 18 of 18 Pages

 

 

 

SCHEDULE 1

Directors and Executive Officers of LGPM

 

Name

   

Position with LGPM

John G. Danhakl

   

Executive Vice President and Managing Partner

Jonathan D. Sokoloff

   

Executive Vice President and Managing Partner

Cody L. Franklin

   

Chief Financial Officer and Assistant Secretary

Andrew C. Goldberg

   

Vice President, General Counsel and Secretary

Lance J.T. Schumacher

   

Vice President – Tax and Assistant Secretary

 EX-7.1 2 d940425dex71.htm EX-7.1 EX-7.1

Exhibit 7.1

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or beneficial owner of the shares of Common Stock, par value $0.01 per share, of The Container Store Group, Inc., a Delaware corporation (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(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 Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) 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 by, 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 grant to 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 undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to each of the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signatures on following pages]

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 10th day of November, 2020.

 

Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary
Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary
TCS Co-Invest, LLC
By: Leonard Green & Partners, L.P., its Manager
By: LGP Management, Inc., its General Partner
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary
GEI Capital V, LLC
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary
Green V Holdings, LLC
By: LGP Management, Inc., its managing member
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary
Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner
By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

LGP Management, Inc.

By:  

/s/ Andrew C. Goldberg

  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

 

[SIGNATURE PAGE TO THE CONTAINER STORE GROUP, INC. 13-D POWER OF ATTORNEY]

LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager
By:  

/s/ Andrew Goldberg

Name:   Andrew Goldberg
Title:   Vice President, General Counsel and Secretary
Peridot Coinvest Manager LLC
By:  

/s/ Andrew Goldberg

Name:   Andrew Goldberg
Title:   Vice President, General Counsel and Secretary

/s/ Jonathan D. Sokoloff

Jonathan D. Sokoloff

/s/ Timothy J. Flynn

Timothy J. Flynn

/s/ J. Kristofer Galashan

J. Kristofer Galashan

 

[SIGNATURE PAGE TO THE CONTAINER STORE GROUP, INC. 13-D POWER OF ATTORNEY]