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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Diversey Holdings, Ltd. [ DSEY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Ordinary Shares, $0.0001 par value | 07/05/2023 | J(2) | 132,970,571 | D | (2) | 103,379,563 | I | See footnote(1) | ||
Ordinary Shares, $0.0001 par value | 07/05/2023 | D(2) | 103,379,563 | D | $7.84 | 0 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Consists of Ordinary Shares held directly by BCPE Diamond Investor, LP ("BCPE Diamond Investor"). Bain Capital Investors, LLC ("BCI") is the ultimate general partner of BCPE Diamond Investor. Mr. Hanau is a Partner of BCI. By virtue of the relationships described in this footnote, Mr. Hanau may be deemed to share voting and dispositive power with respect to the Ordinary Shares held by BCPE Diamond Investor. Mr. Hanau disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
2. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2023, by and among the Issuer, Olympus Water Holdings IV, L.P. ("Parent"), acting by its general partner, Olympus Water Holdings Limited and Diamond Merger Limited, the reported securities were disposed of, with 103,379,563 Ordinary Shares cancelled and exchanged into the right to receive $7.84 in cash and 132,970,571 Ordinary Shares contributed to Olympus Water Holdings I, L.P. ("Topco"), an affiliate of Parent, in exchange for certain common and preferred shares of Solenis Holdings Limited pursuant to the Rollover Contribution Agreement, dated as of March 8, 2023, by and among BCPE Diamond Investor and Topco. |
Remarks: |
/s/ Kenneth Hanau | 07/06/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |