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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Triangle Private Holdings II, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLANTRONICS INC /CA/ [ PLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020
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 02/24/2020 P 300,000 A $14.24(1) 6,652,201 D(3)(4)(5)(6)(7)(8)(9)
Common Stock 02/25/2020 P 450,000 A $13.68(2) 7,102,201 D(3)(4)(5)(6)(7)(8)(9)
Common Stock 8,303 I See Footnotes(3)(4)(5)(6)(7)(8)(10)
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*
Triangle Private Holdings II, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Triangle Private Holdings I, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Triangle Private Investments, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Partners III, L.P.

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Partners III Parallel, L.P.

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Partners GP III, L.P.

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris GP HoldCo III, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Capital Group III, L.P.

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Capital Group, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Siris Group GP, LLC

(Last) (First) (Middle)
C/O SIRIS CAPITAL GROUP, LLC
601 LEXINGTON AVENUE, 59TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The reported price is a weighted-average price. These shares were acquired in multiple transactions at prices ranging from $13.69 to $14.575, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within this range.
2. The reported price is a weighted-average price. These shares were acquired in multiple transactions at prices ranging from $13.34 to $14.22, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within this range.
3. This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Triangle Private Holdings II, LLC, a Delaware limited liability company ("Triangle Holdings II"); (ii) Triangle Private Holdings I, LLC, a Delaware limited liability company ("Triangle Holdings I"); (iii) Triangle Private Investments, LLC, a Delaware limited liability company ("Triangle Parent"); (iv) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (v) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (vi) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vii) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (viii) Siris Capital Group III, L.P., a Delaware limited partnership ("Siris Fund III Advisor");
4. (Continued from Footnote 3) (ix) Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"); and (x) Siris Group GP, LLC, a Cayman Islands exempted limited liability company ("Siris Group GP").
5. Triangle Holdings II is controlled by its sole member, Triangle Holdings I. Triangle Holdings I is controlled by its sole member, Triangle Parent. Triangle Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Group GP. Siris Capital Group is controlled by its managing member, Siris Group GP.
6. (Continued from Footnote 5) Each of Siris Fund III GP HoldCo and Siris Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren.
7. The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose.
8. Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement.
9. Reflects securities directly held by Triangle Holdings II.
10. Reflects securities underlying Restricted Stock Unit Awards awarded to Frank Baker in connection with his service as a director of the Issuer. 2,904 shares underlying such awards have vested, and 100% of the remaining 5,399 shares underlying the awards will vest on June 28, 2020, provided that Mr. Baker continues to serve as a director through such date. Pursuant to an assignment agreement between Siris Capital Group and Mr. Baker, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer.
Remarks:
For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of Triangle Holdings II's contractual right to nominate directors to the Issuer's board of directors (the "Board"). Frank Baker and Daniel Moloney, each of whom was designated by Triangle Holdings II, currently serve on the Board. As a result, the "Director" box is marked in Item 5 of this Form 4.
See Exhibit 99.1 02/26/2020
** 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.