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 Container Store Group, Inc. [ TCS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2020 | ||||||||||||||||||||||||||
| 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 Stock, par value $0.01 | 11/05/2020 | S | 310,354(1) | D | $10.48(2) | 27,196,190(3) | I | See footnote.(4) | ||
| Common Stock, par value $0.01 | 11/06/2020 | S | 200,000(5) | D | $9.99(6) | 26,996,190(7) | I | See footnote.(4) | ||
| Common Stock, par value $0.01 | 11/09/2020 | S | 83,482(8) | D | $9.89(9) | 26,912,708(10) | I | See footnote(4) | ||
| Common Stock, par value $0.01 | 11/09/2020 | S | 16,518(11) | D | $10.47(12) | 26,896,190(13) | I | See footnote(4) | ||
| Common Stock, par value $0.01 | 56,138(14) | 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 | ||||||||
| Stock Option (Right to Buy) | $18 | (15) | 10/31/2023 | Common Stock | 13,603 | 13,603(16) | D | ||||||||
| Stock Option (Right to Buy) | $21.53 | (15) | 10/27/2024 | Common Stock | 10,132 | 10,132(16) | D | ||||||||
| Stock Option (Right to Buy) | $17.28 | (15) | 08/03/2025 | Common Stock | 11,821 | 11,821(16) | D | ||||||||
| Stock Option (Right to Buy) | $5.35 | (15) | 08/01/2026 | Common Stock | 30,675 | 30,675(16) | D | ||||||||
| Stock Option (Right to Buy) | $4.1 | (15) | 09/12/2027 | Common Stock | 42,919 | 42,919(16) | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares of Common Stock, par value $0.01 per share (the "Common Stock") sold by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and TCS Co-Invest, LLC ("TCS"). Of the shares of Common Stock sold, 236,403 were sold by GEI V, 70,915 were sold by GEI Side V, and 3,036 were sold by TCS. |
| 2. This transaction was executed in multiple trades at prices ranging from $10.20 to $10.60. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected. |
| 3. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 20,715,859 are owned by GEI V, 6,214,249 are owned by GEI Side V, and 266,082 are owned by TCS. |
| 4. 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 V, GEI Side V, and TCS. 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. |
| 5. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 152,344 were sold by GEI V, 45,699 were sold by GEI Side V, and 1,957 were sold by TCS. |
| 6. This transaction was executed in multiple trades at prices ranging from $9.74 to $10.225. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected. |
| 7. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 20,563,515 are owned by GEI V, 6,168,550 are owned by GEI Side V, and 264,125 are owned by TCS. |
| 8. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 63,590 were sold by GEI V, 19,075 were sold by GEI Side V, and 817 were sold by TCS. |
| 9. This transaction was executed in multiple trades at prices ranging from $9.45 to $10.40. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected. |
| 10. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock Reported 20,499,925 are owned by GEI V, 6,149,475 are owned by GEI Side V, and 263,308 are owned by TCS. |
| 11. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 12,582 were sold by GEI V, 3,775 were sold by GEI Side V, and 161 were sold by TCS. |
| 12. This transaction was executed in multiple trades at prices ranging from $10.455 to $10.60. The price reported reflects the weighted average sale price. Mr. Sokoloff hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected. |
| 13. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock Reported 20,487,343 are owned by GEI V, 6,145,700 are owned by GEI Side V, and 263,147 are owned by TCS. |
| 14. Represents shares of restricted Common Stock awarded to the reporting person as compensation for services as a member of the Issuer's Board of Directors. |
| 15. The options on this row are fully vested. |
| 16. The options reported on this row are held by Mr. Sokoloff for the benefit of LGP. Mr. Sokoloff disclaims beneficial ownership of these securities. |
| Remarks: |
| /s/ Andrew C. Goldberg, attorney-in-fact | 11/09/2020 | |
| ** 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. | ||