0001193125-19-175778.txt : 20190618 0001193125-19-175778.hdr.sgml : 20190618 20190618172933 ACCESSION NUMBER: 0001193125-19-175778 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190618 DATE AS OF CHANGE: 20190618 GROUP MEMBERS: GEI CAPITAL VI, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE VI, L.P. GROUP MEMBERS: GREEN VI HOLDINGS, LLC GROUP MEMBERS: JONATHAN A. SEIFFER GROUP MEMBERS: JONATHAN D. SOKOLOFF GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP ASSOCIATES VI-A LLC GROUP MEMBERS: LGP ASSOCIATES VI-B LLC GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PERIDOT COINVEST MANAGER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54355 FILM NUMBER: 19904505 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors VI, L.P. CENTRAL INDEX KEY: 0001531051 IRS NUMBER: 000000000 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 d765046dsc13da.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. 1)*

 

 

Signet Jewelers Limited

(Name of Issuer)

Common Shares, $0.18 par value per share

(Title of Class of Securities)

G81276100

(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)

June 14, 2019

(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. G81276100    Schedule 13D    Page 2 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors VI, 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):

 

WC

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. G81276100    Schedule 13D    Page 3 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green Equity Investors Side VI, 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):

 

WC

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. G81276100    Schedule 13D    Page 4 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Associates VI-A 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):

 

WC

  (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

 

7,239,263 Common Shares issuable upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. G81276100    Schedule 13D    Page 5 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

LGP Associates VI-B 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):

 

WC

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 shares of Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. G81276100    Schedule 13D    Page 6 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

GEI Capital VI, 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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. G81276100    Schedule 13D    Page 7 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Green VI 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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. G81276100    Schedule 13D    Page 8 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

PN

CUSIP No. G81276100    Schedule 13D    Page 9 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

CO

CUSIP No. G81276100    Schedule 13D    Page 10 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

OO (Limited Liability Company)

CUSIP No. G81276100    Schedule 13D    Page 11 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. G81276100    Schedule 13D    Page 12 of 18 Pages

 

  (1)    

Name of Reporting Persons:

I.R.S. Identification No. of Above Persons (entities only):

 

Jonathan A. Seiffer

  (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):

 

AF

  (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

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(11)    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares

(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):

 

12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s 10-Q dated June 6, 2019

(14)  

Type of Reporting Person (See Instructions):

 

IN

CUSIP No. G81276100    Schedule 13D    Page 13 of 18 Pages

 

ITEM 1.

SECURITY AND ISSUER

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to shares of Series A Convertible Preference Shares, par value $0.01 per share (the “Series A Preference Shares”) of Signet Jewelers Limited, a Bermuda exempted company (the “Issuer”), which are convertible into Common Shares, par value $0.18 per share (the “Common Shares”), of the Issuer. 

The address of the Issuer’s principal executive offices is Clarendon House, 2 Church Street, Hamilton HM11 Bermuda.

 

ITEM 2.

IDENTITY AND BACKGROUND

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

 

  (a)

This Schedule 13D is being filed by Green Equity Investors VI, L.P., a Delaware limited partnership (“GEI VI”), Green Equity Investors Side VI, L.P., a Delaware limited partnership (“GEI Side VI”), LGP Associates VI-A LLC (“Associates VI-A”), LGP Associates VI-B LLC (“Associates VI-B,” and, together with GEI VI, GEI Side VI and Associates VI-A, the “Investors”), GEI Capital VI, LLC, a Delaware limited liability company (“Capital”), Green VI Holdings, LLC, a Delaware limited liability company (“Holdings”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), LGP Management, Inc., a Delaware corporation (“LGPM”), Peridot Coinvest Manager LLC, a Delaware limited liability company (“Peridot”), Jonathan D. Sokoloff, and Jonathan A. Seiffer (the foregoing entities and persons collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.6 (the “Joint Filing Agreement”) and Amendment No. 1 to the Joint Filing Agreement, attached hereto as Exhibit 7.8. 

As of the date of this statement, (i) GEI VI is the record owner of 387,522 Series A Preference Shares which are convertible into 4,475,608 Common Shares, (ii) GEI Side VI is the record owner of 230,963 Series A Preference Shares which are convertible into 2,667,461 Common Shares, (iii) Associates VI-A is the record owner of 470 Series A Preference Shares which are convertible into 5,428 Common Shares, and (iv) Associates VI-B is the record owner of 6,045 Series A Preference Shares which are convertible into 69,816 Common Shares.

Jonathan A. Seiffer directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Capital, Holdings, LGP, LGPM and/or Peridot. Mr. Seiffer has been appointed as a director of the Issuer and may be deemed to have shared voting and investment power with respect to the Common Shares beneficially owned by GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B. As such, Mr. Seiffer may be deemed to have shared beneficial ownership over such Common Shares. Mr. Seiffer, however, disclaims beneficial ownership of such Common Shares.

 

  (c)

Mr. Seiffer is a partner of LGP and a member of the board of directors of the Issuer

 

  (d)

Mr. Seiffer has not been convicted in a criminal proceeding during the last five years.

 

  (e)

Mr. Seiffer has not been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

  (f)

Mr. Seiffer is a United States citizen.

CUSIP No. G81276100    Schedule 13D    Page 14 of 18 Pages

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

 

Reporting

Persons

    Number*
of
Shares
With
Shared
Voting
Power		    Sole Beneficial
Ownership		    Shared
Beneficial
Ownership*		    Percentage
of Class
Beneficially
Owned		  

GEI VI

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

GEI Side VI

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

Associates VI-A

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

Associates VI-B

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

Jonathan D. Sokoloff

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

Jonathan A. Seiffer

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

Other Reporting Persons

    0    7,239,263

(as converted)

    7,239,263

(as converted)

      12.2 % 

 

(c)

The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. The following table includes (i) an award of 7,444 shares of Common Stock awarded to Mr. Sokoloff as compensation for his services on the Issuer’s board of directors, and (ii) an award of 7,444 shares of Common Stock awarded to Mr. Seiffer in connection with his appointment as a member of the Issuer’s board of directors.

 

Reporting

Persons

    Date of
Transaction		      Number of Shares
Acquired		      Price per
Share		  

Jonathan Sokoloff

      06/14/2019        7,444      $ 0.00  

Jonathan Seiffer

      06/14/2019        7,444      $ 0.00  

CUSIP No. G81276100    Schedule 13D    Page 15 of 18 Pages

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The disclosure provided in Item 6 of Schedule 13D amended hereby is updated to include the following additional disclosure:

The conversion rate formula for the Series A Preference Shares is set forth in the Certificate of Designation and is subject to various anti-dilution adjustments described in the Certificate of Designation. Since the filing of the Statement on Schedule 13D on October 13, 2016, the conversion rate has been adjusted as a result of these anti-dilution adjustments. The Series A Preference Shares would represent an ownership interest, assuming conversion of the Series A Preference Shares to the Issuer’s Common Shares pursuant to the conversion right of the holders of Series A Preference Shares, of approximately 12.2% at this time based on the current conversion rate of 11.5493.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

  7.1

Investment Agreement, dated as of August 24, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on August 25, 2016).

 

  7.2

Shareholders’ Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).

 

  7.3

Series A Convertible Preference Shares Certificate of Designation (incorporated by reference to Exhibit 3.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).

 

  7.4

Registration Rights Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.2 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).

 

  7.5

Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on August 25, 2016).

 

  7.6

Joint Filing Agreement, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016).

 

  7.7

Power of Attorney, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016).

 

  7.8

Amendment No. 1 to Joint Filing Agreement, dated June 17, 2019.

 

  7.9

Power of Attorney, dated June 17, 2019.

CUSIP No. G81276100    Schedule 13D    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 to Schedule 13D is true, complete, and correct.

Dated as of June 18, 2019

 

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

/S/ ANDREW C. GOLDBERG

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

/S/ ANDREW C. GOLDBERG

Name:   Andrew C. Goldberg
Title:   Vice President, General Counsel and Secretary
LGP Associates VI-A LLC
By: Peridot Coinvest Manager LLC, its Manager
By:  

/S/ ANDREW C. GOLDBERG

Name:   Andrew C. Goldberg
Title:   Vice President, General Counsel and Secretary
LGP Associates VI-B LLC
By: Peridot Coinvest Manager LLC, its Manager
By:  

/S/ ANDREW C. GOLDBERG

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

CUSIP No. G81276100    Schedule 13D    Page 17 of 18 Pages

 

GEI Capital VI, LLC
By:  

/S/ ANDREW C. GOLDBERG

Name:   Andrew C. Goldberg
Title:   Vice President, General Counsel and Secretary
Green VI Holdings, LLC
By: LGP Management, Inc., its Manager
By:  

/S/ ANDREW C. GOLDBERG

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

/S/ ANDREW C. GOLDBERG

Name:   Andrew C. Goldberg
Title:   Vice President, General Counsel and Secretary
LGP Management, Inc.
By:  

/S/ ANDREW C. GOLDBERG

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

/S/ ANDREW C. GOLDBERG

Name:   Andrew C. Goldberg
Title:   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 Jonathan A. Seiffer

CUSIP No. G81276100    Schedule 13D    Page 18 of 18 Pages

 

EXHIBIT INDEX

 

EXHIBIT
NO.		    DESCRIPTION
7.1    Investment Agreement, dated as of August 24, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on August 25, 2016).
7.2    Shareholders’ Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).
7.3    Series A Convertible Preference Shares Certificate of Designation (incorporated by reference to Exhibit 3.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).
7.4    Registration Rights Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.2 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on October 6, 2016).
7.5    Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form 8-K, filed with the Securities and Exchange Commission on August 25, 2016).
7.6    Joint Filing Agreement, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016).
7.7    Power of Attorney, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016).
7.8    Amendment No. 1 to Joint Filing Agreement, dated June 17, 2019.
7.9    Power of Attorney, dated June 17, 2019.
 EX-99.7.8 2 d765046dex9978.htm EX-99.7.8 EX-99.7.8

Exhibit 7.8

Amendment No. 1

Joint Filing Agreement

This Amendment No. 1 to Joint Filing Agreement is dated as of June 17, 2019 (this “Amendment”), and is entered into by and among the parties listed on the signature pages hereto.

WHEREAS, the parties listed on the signature pages hereto constitute a “group” (the “Group”) with respect to the beneficial ownership of the Series A Convertible Preference Shares, par value $0.01 per share (the “Series A Preference Shares”) of Signet Jewelers Limited, a Bermuda exempted company (the “Issuer”), and the shares of Common Stock, par value $0.18 per share, of the Issuer into which such shares of Series A Preference Shares are convertible, for purposes of the Statement on Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016;

WHEREAS, each of the parties hereto with the exception of Jonathan A. Seiffer, entered into a Joint Filing Agreement dated as of October 10, 2016 (the “Agreement”) with respect to their beneficial ownership of the Series A Preference Shares;

WHEREAS, Mr. Seiffer has become a member of the Group as of June 14, 2019; and

WHEREAS, the parties now desire to amend the Agreement to add Mr. Seiffer as a party thereto.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. The Agreement is hereby amended to the extent necessary to reflect that Jonathan A. Seiffer is a party thereto and is bound by all the provisions thereof, as evidenced by his execution of this Amendment.

2. The Agreement, as amended in accordance with Section 1 of this Amendment, is ratified, confirmed and approved in all respects.

3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of this 17th day of June, 2019.

 

Green Equity Investors VI, L.P.

By:  GEI Capital VI, LLC, its General Partner

By:   /S/ ANDREW C. GOLDBERG
  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

 

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

 

LGP Associates VI-A LLC
By:  Peridot Coinvest Manager LLC, its Manager
By:   /S/ ANDREW C. GOLDBERG
  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

 

LGP Associates VI-B LLC
By:  Peridot Coinvest Manager LLC, its Manager
By:   /S/ ANDREW C. GOLDBERG
  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

 

GEI Capital VI, LLC
By:   /S/ ANDREW C. GOLDBERG
  Andrew C. Goldberg
  Vice President, General Counsel and Secretary

 

Green VI Holdings, LLC
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

[SIGNATURE PAGE TO SIGNET JEWELERS LIMITED 13-D AMENDMENT NO. 1 TO JOINT FILING AGREEMENT]

  Vice President, General Counsel and Secretary
  Executive Vice President and Managing Partner
Peridot Coinvest Manager LLC
By:   /S/ ANDREW C. GOLDBERG
  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/ JONATHAN A. SEIFFER
Jonathan A. Seiffer

[SIGNATURE PAGE TO SIGNET JEWELERS LIMITED 13-D AMENDMENT NO. 1 TO JOINT FILING AGREEMENT]

EX-99.7.9 3 d765046dex9979.htm EX-99.7.9 EX-99.7.9

Exhibit 7.9

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 Signet Jewelers Limited, a Bermuda exempted company (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 17th day of June, 2019.

 

/s/ Jonathan A. Seiffer

Jonathan A. Seiffer

[SIGNATURE PAGE TO SIGNET JEWELERS LIMITED 13-D POWER OF ATTORNEY]