| 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 UTi WORLDWIDE INC [ UTIW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| 7.00% Convertible Preference Shares | (1)(2) | 06/01/2015 | J(4) | 0(4) | (1)(2)(3) | (1)(2) | Ordinary Shares | (5) | (1)(2)(4) | 175,000 | I(6) | P2 Capital Master Fund X, L.P. | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On September 5, 2014, the 7.00% Convertible Preference Shares became convertible at the option of P2 Capital Master Fund X, L.P. ("Fund X") into a number of the Issuer's ordinary shares (or a combination of ordinary shares and cash in certain circumstances) equal to the liquidation preference of such 7.00% Convertible Preference Shares in effect at such time divided by the conversion price in effect at such time. The liquidation preference of the 7.00% Convertible Preference Shares was initially set at $1,000 per 7.00% Convertible Preference Share, or $175,000,000 in the aggregate. |
| 2. The conversion price was initially set at $13.8671 per ordinary share, which conversion price may be adjusted from time to time for certain specified anti-dilution events. Fund X, as a holder of such conversion rights, will be subject to specified blockers, which in some cases will entitle Fund X to receive the cash equivalent of the blocked shares. The Issuer may, at its option, cause a mandatory conversion of the 7.00% Convertible Preference Shares if the closing price of the Issuer's ordinary shares equals or exceeds 135% of the conversion price for a period of 20 consecutive trading days at any time following March 1, 2017. |
| 3. If certain specified fundamental changes occur prior to such date, Fund X, as a holder of 7.00% Convertible Preference Shares, shall have the right to convert during the 20 calendar days following such fundamental change and in addition, be entitled to a fundamental change dividend make-whole amount upon conversion. The option to convert the 7.00% Convertible Preference Shares does not expire. |
| 4. This Form 4 is being filed in connection with the receipt by Fund X of PIK dividends exempt from section 16 of the Securities Exchange Act of 1934 ("Exchange Act") under SEC Rule 16a-9 and/or 16b-6(b). Dividends on the 7.00% Convertible Preference Shares have been paid at 7.00% quarterly since June 1, 2014 and will continue to be paid at that rate until March 1, 2017, in the form of an increase to the liquidation preference of such 7.00% Convertible Preference Shares, except that if the Issuer elects to pay cash dividends as provided for by the terms thereof, the dividend rate is 8.00%. As a result of the quarterly dividend accrued on June 1, 2015, the aggregate liquidation preference for the 7.00% Convertible Preference Shares was increased to $187,784,952.80. |
| 5. Based on the conversion price and the liquidation preference of the 7.00% Convertible Preference Shares in effect, 13,758,100 ordinary shares could have been issued had the 7.00% Convertible Preference Shares been convertible on the date of this filing and converted in full on such date. Based on the initial conversion price and the assumption that all dividends are paid in kind, it is expected that 15,534,575 ordinary shares will be issued if the 7.00% Convertible Preference Shares remain outstanding through March 1, 2017 and are converted in full. |
| 6. P2 Capital Partners, LLC (the "Manager"), as the manager of Fund X, and Claus Moller, as managing member of the Manager, may be deemed to own beneficially the securities that are owned directly by Fund X. Each of the Manager and Mr. Moller disclaims beneficial ownership of such securities for purposes of section 16 of the Exchange Act and for all other purposes, except to the extent of any pecuniary interest therein. |
| /s/ Claus Moller, Managing Member, on behalf of P2 Capital Partners, LLC | 06/02/2015 | |
| /s/ Claus Moller | 06/02/2015 | |
| ** 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. | ||
