0000899243-16-023344.txt : 20160620 0000899243-16-023344.hdr.sgml : 20160620 20160620215008 ACCESSION NUMBER: 0000899243-16-023344 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160608 FILED AS OF DATE: 20160620 DATE AS OF CHANGE: 20160620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landecker Mark CENTRAL INDEX KEY: 0001475492 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723266 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Selmo Brian A. CENTRAL INDEX KEY: 0001450268 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723267 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATWOOD J RICHARD CENTRAL INDEX KEY: 0001192887 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723269 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA Value Partners Fund CENTRAL INDEX KEY: 0001573341 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723270 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 800-982-4372 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA Select Fund CENTRAL INDEX KEY: 0001637850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723271 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310 996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FPA Select Fund, a series of FPA Hawkeye Fund, LLC DATE OF NAME CHANGE: 20150326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA SELECT DRAWDOWN FUND, L.P. CENTRAL INDEX KEY: 0001677170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723272 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104730225 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Pacific Advisors, LLC CENTRAL INDEX KEY: 0001377581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723275 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 297-0700 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: WL Ross Holding Corp. DATE OF NAME CHANGE: 20140401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA Global Opportunity Fund CENTRAL INDEX KEY: 0001573502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723273 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 800-982-4372 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMICK STEVEN T CENTRAL INDEX KEY: 0001186259 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723268 MAIL ADDRESS: STREET 1: 11400 W OLYMPIC BLVD STREET 2: STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA FUNDS TRUST CENTRAL INDEX KEY: 0000924727 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 161723274 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-473-0225 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: UAM FUNDS TRUST DATE OF NAME CHANGE: 19951101 FORMER NAME: FORMER CONFORMED NAME: REGIS FUND II DATE OF NAME CHANGE: 19940606 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-06-08 0 0001604416 Nexeo Solutions, Inc. NXEO 0001377581 First Pacific Advisors, LLC 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0000924727 FPA FUNDS TRUST 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001573502 FPA Global Opportunity Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001677170 FPA SELECT DRAWDOWN FUND, L.P. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001637850 FPA Select Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001573341 FPA Value Partners Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001192887 ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001186259 ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001450268 Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001475492 Landecker Mark 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 Common Stock 20123426 I See Footnotes Common Stock 1481699 I See Footnotes Common Stock 816923 I See Footnotes Common Stock 1483784 I See Footnotes Common Stock 99284 I See Footnotes Common Stock 152460 I See Footnotes Warrants (right to buy) 11.50 2016-07-09 2021-06-09 Common Stock 89388 I See Footnote Shares of common stock of Nexeo Solutions, Inc. (the "Issuer") held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LLC ("FPA") is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. J. Richard Atwood may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent as a Portfolio Manager of FPA Crescent and Managing Partner of FPA. Messrs. Brian A. Selmo and Mark Landecker may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent as Portfolio Managers of FPA Crescent and Partners of FPA. (Continued from footnote 1) FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. Of the 20,123,426 shares of common stock of the Issuer held by FPA Crescent Fund, 2,431,709 shares are designated Founder Shares ("Founder Shares") and are subject to certain restrictions on transfer (the "Share Price Restrictions"), including: (Continued from footnote 2) (i) with respect to 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuer's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, and (ii) with respect to the remaining 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuer's common stock equals or exceeds $15 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. If such Share Price Restrictions have not been satisfied, the Founder Shares must be forfeited to the Issuer on June 9, 2026. Shares of common stock of the Issuer held directly by WLRS Fund I LLC ("WLRS Fund"), a limited liability company controlled by a third party but in which investment advisory clients of FPA are members and own a 99.9% economic interest. FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund because FPA is the investment adviser to members of WLRS Fund, including FPA Crescent Fund, and such members have an approval right with respect to transfers of the securities of the Issuer held by WLRS Fund pursuant to the limited liability company operating agreement of WLRS Fund (the "LLC Agreement"). As a member of WLRS Fund, FPA Crescent Fund may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right. (Continued from footnote 4) Of the 1,481,699 shares of common stock of the Issuer held by WLRS Fund, 1,256,166 are designated Founder Shares and are subject to the Share Price Restrictions. All shares of common stock of the Issuer held by WLRS Fund are subject to certain restrictions on transfer detailed in that Shareholders' and Registration Rights Agreement, dated March 21, 2016, among WL Ross Holding Corp., WL Ross Sponsor LLC and Nexeo Holdco, LLC (the "Stockholders' Agreement"). Pursuant to such restrictions, without the prior written consent of TPG Global, LLC and WL Ross Sponsor LLC (collectively, the "Sponsors"), the shares of common stock of the Issuer held by WLRS Fund cannot be transferred during the first six months following June 9, 2016 (the "Lock-Up Period"), and then, subject to any permitted underwritten offerings pursuant to the Stockholders' Agreement and other permitted transfers, (Continued from footnote 5) cannot be transferred through the earlier of 12 months following the expiration of the Lock-Up Period or such time as the Sponsors no longer hold 50% of their initial ownership of the Issuer's common stock. Pursuant to the LLC Agreement, at any time following the lapse of the transfer restrictions on the shares of common stock held by WLRS Fund, each member of WLRS Fund may elect by written notice to the Manager of WLRS Fund to receive a distribution of such unrestricted shares of common stock up to such member's pro rata portion of its respective membership percentage. Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity"). FPA serves as manager of and investment adviser to FPA Global Opportunity. Of the 816,923 shares of common stock held directly by FPA Global Opportunity, 138,224 are designated Founder Shares and are subject to the Share Price Restrictions. Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Of the 1,483,784 shares of common stock of the Issuer held directly by FPA Select Drawdown, 251,058 are designated Founder Shares and are subject to the Share Price Restrictions. Shares of common stock of the Issuer held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). FPA serves as manager of and investment adviser to FPA Select. Of the 99,284 shares of common stock of the Issuer held directly by FPA Select, 16,799 are designated Founder Shares and are subject to the Share Price Restrictions. Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners", and together with FPA Global Opportunity, FPA Select Drawdown, and FPA Select, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Value Partners. Of the 152,460 shares of common stock of the Issuer held directly by FPA Value Partners, 25,796 are designated Founder Shares and are subject to the Share Price Restrictions. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Messrs. Atwood and Romick may be deemed to exercise voting and/or investment power over the securities of the Issuer held by the Private Investment Funds each as a Managing Partner of FPA. Mr. Selmo may be deemed to exercise voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and as a Partner of FPA. Mr. Landecker may be deemed to exercise voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and as a Partner of FPA. (Continued from footnote 11) FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds, and Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. (Continued from footnote 12) Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Warrants to purchase shares of common stock of the Issuer held directly by FPA Value Partners. First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Nexeo Solutions, Inc. (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-06-20 FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST, Name: /s/ J. Richard Atwood, Title: President 2016-06-20 FPA GLOBAL OPPORTUNITY FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title Managing Partner 2016-06-20 FPA SELECT DRAWDOWN FUND, L.P., By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-06-20 FPA SELECT FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-06-20 FPA VALUE PARTNERS FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-06-20 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2016-06-20 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2016-06-20 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2016-06-20 MARK LANDECKER, Name: /s/ Mark Landecker 2016-06-20 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99

                         Form 3 Joint Filer Information


Name:                               FPA Crescent Fund, a series of FPA Funds
                                    Trust

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               FPA  Global  Opportunity  Fund,  a series of
                                    FPA Hawkeye Fund, LLC

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               FPA Select Drawdown Fund, L.P.

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               FPA Select Fund,  a series of FPA Hawkeye
                                    Fund, LLC

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               FPA  Value   Partners  Fund,  a  series  of
                                    FPA Hawkeye Fund, LLC

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               J. Richard Atwood

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               Steven T. Romick

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               Brian A. Selmo

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16


Name:                               Mark Landecker

Address:                            11601 Wilshire Blvd.
                                    Suite 1200
                                    Los Angeles, CA 90025

Date of Event Requiring Statement:  06/08/16