| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2016 | 3. Issuer Name and Ticker or Trading Symbol Nexeo Solutions, Inc. [ NXEO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(3) | 31,227,844 | I | See Explanation of Responses(1)(2)(3)(5)(6) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Right to future deferred payment | (4) | (4) | Common Stock | 5,654,960 | (4) | I | See Explanation of Responses(1)(2)(3)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. David Bonderman and James G. Coulter are officers and sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"), which directly holds 1,791,182 shares of Common Stock ("Common Stock") of Nexeo Solutions, Inc. (the "Issuer"). |
| 2. TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), which directly holds 12,970,353 shares of Common Stock, (ii) TPG VI Neon II, L.P. ("TPG Neon II"), which directly holds 16,350,418 shares of Common Stock, and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds"), which directly holds 115,891 shares of Common Stock. |
| 3. Of the 31,227,844 shares of Common Stock held in the aggregate by the TPG Funds, 3,554,240 constitute "founder shares" (the "Founder Shares") that the Issuer's sponsor received at the time of the Issuer's initial public offering. The Founder Shares are subject to, among other conditions and restrictions, forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Common Stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction. |
| 4. Pursuant to the Agreement and Plan of Merger dated March 21, 2016 (as amended by Amendment No. 1 to the Merger Agreement dated June 6, 2016, the "Merger Agreement"), in lieu of receiving 5,654,960 additional shares of Common Stock ("Excess Shares"), the TPG Funds received the right to future cash payments upon the occurrence of certain events, which payments are equal to the prevailing trading price of the Common Stock at the time (calculated as described in the Merger Agreement) multiplied by the number of Excess Shares for which payment is being made. The TPG Funds are entitled to payment in respect of all Excess Shares by June 30, 2021. |
| 5. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any. |
| 6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| (7) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (8) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. |
| /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) | 06/20/2016 | |
| /s/ Clive Bode, Vice President, TPG Advisors VI, Inc. (7) | 06/20/2016 | |
| /s/ Clive Bode on behalf of David Bonderman (7)(8) | 06/20/2016 | |
| /s/ Clive Bode on behalf of James G. Coulter (7)(8) | 06/20/2016 | |
| ** 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 5 (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. | ||
