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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SIGNET JEWELERS LTD [ SIG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/25/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Shares, par value $0.18 | 06/25/2020 | A | 857 | A | $0.00(1) | 14,363(2) | D | |||
| 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 | ||||||||
| Series A Convertible Preference Shares(3) | $81.7682(4) | (5) | (6) | Common Shares | 7,739,107 | 7,739,107(7) | I | See footnote(7)(8) | |||||||
| Explanation of Responses: |
| 1. Granted as compensation for services. |
| 2. The shares reported on this row were granted in respect of Mr. Sokoloff's service on the Issuer's board of directors for the period through his resignation from the Issuer's board of directors, effective June 12, 2020, and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. |
| 3. Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares"). |
| 4. The Series A Preference Shares have a stated value of $1,012.50 and are convertible into Common Shares of the issuer at a current conversion price of $81.7682 per share at a conversion rate of 12.2297 Common Shares per Series A Preference Share. The conversion rate 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. |
| 5. Immediately. |
| 6. The Series A Preference Shares do not have an expiration date. |
| 7. Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B") are the direct owners of the shares reported herein. Of the shares reported on this row, GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,798,519 Common Shares, GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,859,916 Common Shares, Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 5,820 Common Shares, and Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 74,852 Common Shares. |
| 8. Mr. Sokoloff 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 the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Sokoloff disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Andrew Goldberg, as attorney-in-fact | 06/29/2020 | |
| ** 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. | ||