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*
CD&R Associates VIII, Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SiteOne Landscape Supply, Inc. [ SITE ]
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)
05/16/2016
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 05/16/2016 C 25,303,164 A (1) 25,303,164 I By affiliate(2)(3)
Common Stock 05/17/2016 S 7,503,486 D $21 17,799,678 I By affiliate(2)(3)
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
Cumulative Convertible Participating Preferred Stock (1) 05/16/2016 C 216,789.3315 (4) (4) Common Stock 25,303,164 (1) 0 I By affiliate(2)(3)
1. Name and Address of Reporting Person*
CD&R Associates VIII, Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R ASSOCIATES VIII, LP

(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Investment Associates VIII, Ltd.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R Landscapes Holdings, L.P.

(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
Explanation of Responses:
1. In anticipation of the closing of the Issuer's initial public offering of Common Stock on May 17, 2016, CD&R Landscapes Holdings, L.P. ("CD&R Holdings") converted each of the 216,789.33155 shares of Cumulative Convertible Participating Preferred Stock ("Preferred Stock") of the Issuer held by it into shares of Common Stock at a conversion ratio of 116.717755, which included accrued but unpaid dividends through the conversion date (and is the conversion ratio determined in accordance with the terms of the Certificate of Designations, Preferences and Rights for the Preferred Stock (the "Certificate of Designations")), without payment or any consideration. Any fractional shares resulting from this conversion were cashed out at fair market value.
2. CD&R Associates VIII, Ltd., as the general partner of CD&R Holdings, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Common Stock held by CD&R Holdings.
3. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock held by CD&R Holdings, except to the extent of its pecuniary interest therein.
4. CD&R Holdings was eligible to convert its Preferred Stock at any time into shares of Common Stock at the conversion ratio specified in the Certificate of Designations. Upon certain change of control events, the Preferred Stock was mandatorily redeemable, for an amount equal to either (at the option of CD&R Holdings): (x) the same consideration as paid for shares of Common Stock on an as-converted basis or (y) its liquidation preference.
Remarks:
CD&R Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016
CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016
CD&R Investment Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016
CD&R Landscapes Holdings, L.P. By: CD&R Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 05/18/2016
** Signature of Reporting Person Date
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