CD&R Associates VIII Form 3 Initial statement of insider ownership

SEC Form 3

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^*

CD&R Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2016

3. Issuer Name and Ticker or Trading Symbol
SiteOne Landscape Supply, Inc. [ SITE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Cumulative Convertible Participating Preferred Stock	(1)	(2)	Common Stock	25,303,164(1)(3)	(1)	I	By affiliate(4)(5)

1. Name and Address of Reporting Person^*

CD&R Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R ASSOCIATES VIII, LP

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Investment Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Landscapes Holdings, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Explanation of Responses:

1. Reflects 216,789.33155 shares of Cumulative Convertible Participating Preferred Stock ("Preferred Stock") held by CD&R Landscapes Holdings, L.P. ("CD&R Holdings"). At any time, CD&R Holdings may elect to convert its shares of Preferred Stock to shares of Common Stock at the conversion ratio specified in the Certificate of Designations, Preferences and Rights for the Preferred Stock. Following such conversion, any fractional shares will be cashed out at fair market value. On the business day immediately prior to the anticipated closing of the Issuer's initial public offering of Common Stock, CD&R Holdings will convert all of the Preferred Stock into shares of Common Stock at the conversion ratio as of such date of 116.71775, which includes accrued and unpaid dividends through the conversion date.

2. Upon certain change of control events, the Preferred Stock must be redeemed, for an amount equal to either (at the option of CD&R Holdings): (x) the same consideration as paid for shares of Common Stock on an as-converted basis or (y) its liquidation preference.

3. As a holder of Preferred Stock, CD&R Holdings is entitled to (x) a 12% fixed, cumulative dividend payable quarterly ("Quarterly Dividend") and (y) dividends on an as-converted basis if and when declared on the Issuer's common stock, subject to certain conditions. As of the date hereof, the Issuer can elect to pay the Quarterly Dividend in cash or shares of Preferred Stock.

4. CD&R Holdings directly owns 216,789.33155 shares of Preferred Stock. CD&R Associates VIII, Ltd., as the general partner of CD&R Holdings, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of Common Stock held by CD&R Holdings.

5. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of Preferred Stock held by CD&R Holdings and the shares of Common Stock into which they are convertible, except to the extent of its pecuniary interest therein.

Remarks:

	CD&R Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/11/2016
	CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/11/2016
	CD&R Investment Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/11/2016
	CD&R Landscapes Holdings, L.P. By: CD&R Associates VIII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/11/2016
	** Signature of Reporting Person	Date
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