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*
Cortec Management V, LLC

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YETI Holdings, Inc. [ YETI ]
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)
11/28/2018
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 11/28/2018 S 667,346 D $18 41,476,740 I See Footnotes(1)(2)
Common Stock 11/28/2018 S 15,349 D $18 953,965 I See Footnotes(2)(3)
Common Stock 11/28/2018 S 40,800 D $18 2,535,749 I See Footnotes(2)(4)
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*
Cortec Management V, LLC

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cortec Group Fund V, L.P.

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cortec Co-Investment Fund V, LLC

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cortec Group Fund V (Parallel), L.P.

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cortec Management V (Co-Invest), LLC

(Last) (First) (Middle)
C/O CORTEC GROUP INC.
140 EAST 45TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of common stock held by Cortec Group Fund V, L.P. Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P.
2. The Reporting Persons are party to a Voting Agreement pursuant to which the Reporting Persons may be deemed to have beneficial ownership over shares of common stock held by other parties to the Voting Agreement. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
3. Represents shares of common stock held by Cortec Co-Investment Fund V, LLC.
4. Represents shares of common stock held by Cortec Group Fund V (Parallel), L.P. Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. As Cortec Group Fund V (Parallel), L.P. is required by the terms of its limited partnership agreement to dispose of its equity investments in the same manner and at the same time as Cortec Group Fund V, L.P., Cortec Management V, LLC may also be deemed to have investment control over the shares of common stock held by Cortec Group Fund V (Parallel), L.P.
Cortec Management V, LLC By: /s/ David L. Schnadig, as Attorney-in-Fact 11/28/2018
Cortec Group Fund V, L.P. By: /s/ David L. Schnadig, as Attorney-in-Fact 11/28/2018
Cortec Co-Investment Fund V, LLC By: /s/ David L. Schnadig, as Attorney-in-Fact 11/28/2018
Cortec Group Fund V (Parallel), L.P. By: /s/ David L. Schnadig, as Attorney-in-Fact 11/28/2018
Cortec Management V (Co-Invest), LLC By: /s/ David L. Schnadig, as Attorney-in-Fact 11/28/2018
** 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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