0000950170-24-044891.txt : 20240416 0000950170-24-044891.hdr.sgml : 20240416 20240416181215 ACCESSION NUMBER: 0000950170-24-044891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240412 FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side VI, L.P. CENTRAL INDEX KEY: 0001531059 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848958 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leonard Green & Partners, L.P. CENTRAL INDEX KEY: 0001175523 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848955 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 213-229-7512 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP DATE OF NAME CHANGE: 20020613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP MANAGEMENT INC CENTRAL INDEX KEY: 0001175525 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848954 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors VI, L.P. CENTRAL INDEX KEY: 0001531051 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848959 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC CENTRAL INDEX KEY: 0001632725 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848951 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates VI-A LLC CENTRAL INDEX KEY: 0001568921 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848953 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates VI-B LLC CENTRAL INDEX KEY: 0001568923 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848952 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital VI, LLC CENTRAL INDEX KEY: 0001632071 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848957 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green VI Holdings, LLC CENTRAL INDEX KEY: 0001632074 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 24848956 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 FISCAL YEAR END: 0201 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 4 1 ownership.xml 4 X0508 4 2024-04-12 0000832988 SIGNET JEWELERS LTD SIG 0001531051 Green Equity Investors VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES 90025 true false false false 0001531059 Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001632071 GEI Capital VI, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001632074 Green VI Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001175523 Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001568921 LGP Associates VI-A LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001568923 LGP Associates VI-B LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES CA 90025 true false false false false Common Shares, par value $0.18 37409 I See footnote Series A Convertible Preference Shares 79.7410 2024-04-12 4 S false 193761 99.34 D Common Shares 2553657 193761 D Series A Convertible Preference Shares 79.7410 2024-04-12 4 S false 115482 99.34 D Common Shares 1521985 115481 D Series A Convertible Preference Shares 79.7410 2024-04-12 4 S false 235 99.34 D Common Shares 3097 235 D Series A Convertible Preference Shares 79.7410 2024-04-12 4 S false 3022 99.34 D Common Shares 39828 3023 D Of the 37,409 Common Shares reported, 23,046 are owned by Mr. Jonathan A. Seiffer and held for the benefit of Leonard Green & Partners, L.P. ("LGP") (and includes 2,467 restricted stock units which are subject to certain vesting and forfeiture provisions), and 14,363 are owned by Mr. Jonathan D. Sokoloff, a partner of LGP, and held for the benefit of LGP. Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares"). The Series A Preference Shares have a stated value of $1,050.94 per share and are convertible into Common Shares of the issuer at a current conversion price of $79.7410 per share at a conversion ratio of 12.5406 Common Shares per Series A Preference Share. The conversion ratio is subject to certain anti-dilution and other adjustments and is subject to change. Since the acquisition of the Series A Preference Shares, the conversion rate has been adjusted as a result of these anti-dilution adjustments. In accordance with the terms of the Amended Certificate of Designation for the Series A Preference Shares, the Reporting Persons delivered a notice of conversion of 312,500 Series A Preference Shares to the Issuer. The Issuer repurchased the 312,500 Series A Preference Shares from the Reporting Persons for the volume weighted average share price of the date of the transaction signing, or $99.34. Of the 312,500 Series A Preference Shares repurchased by the Issuer, 193,761 were repurchased from Green Equity Investors VI, L.P. ("GEI VI"), 115,482 were repurchased from Green Equity Investors Side VI, L.P. ("GEI Side VI"), 235 were repurchased from LGP Associates VI-A LLC ("Associates VI-A"), and 3,022 were repurchased from LGP Associates VI-B LLC ("Associates VI-B"). Immediately. The Series A Preference Shares do not have an expiration date. Represents Series A Preference Shares, as converted, owned by GEI VI. GEI VI is the direct owner of 193,761 Series A Preference Shares which are convertible into 2,553,657 Common Shares. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. LGP is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Series A Preference Shares and underlying Common Shares held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder. Each of GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 115,481 Series A Preference Shares which are convertible into 1,521,972 Common Shares. Each of GEI VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 235 Series A Preference Shares which are convertible into 3,097 Common Shares. Each of GEI VI, GEI Side VI, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-A, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 3,023 Series A Preference Shares which are convertible into 39,841 Common Shares. Each of GEI VI, GEI Side VI, Associates VI-A, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-B, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Mr. Jonathan A. Seiffer is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Mr. Seiffer may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Andrew C. Goldberg, attorney-in-fact 2024-04-16