UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Signet Jewelers Limited
(Name of Issuer)
Common Shares, $0.18 par value per share
(Title of Class of Securities)
G81276100
(CUSIP Number)
Jennifer Bellah Maguire
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213)229-7986
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 14, 2019
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), checking the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G81276100 | Schedule 13D | Page 2 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors VI, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 3 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors Side VI, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 4 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
LGP AssociatesVI-A LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares issuable upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 5 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
LGP AssociatesVI-B LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 shares of Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 6 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
GEI Capital VI, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 7 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green VI Holdings, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 8 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Leonard Green & Partners, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 9 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
LGP Management, Inc. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 10 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Peridot Coinvest Manager LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 11 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Jonathan D. Sokoloff | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 12 of 18 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Jonathan A. Seiffer | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,239,263 Common Shares upon conversion of 625,000 shares of Issuer’s Series A Convertible Preference Shares | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.2% beneficial ownership of the voting stock based on 52,191,117 Common Shares outstanding as reported in the Issuer’s10-Q dated June 6, 2019 | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. G81276100 | Schedule 13D | Page 13 of 18 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to shares of Series A Convertible Preference Shares, par value $0.01 per share (the “Series A Preference Shares”) of Signet Jewelers Limited, a Bermuda exempted company (the “Issuer”), which are convertible into Common Shares, par value $0.18 per share (the “Common Shares”), of the Issuer.
The address of the Issuer’s principal executive offices is Clarendon House, 2 Church Street, Hamilton HM11 Bermuda.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of Schedule 13D amended hereby is updated to include the following additional disclosure:
| (a) | This Schedule 13D is being filed by Green Equity Investors VI, L.P., a Delaware limited partnership (“GEI VI”), Green Equity Investors Side VI, L.P., a Delaware limited partnership (“GEI Side VI”), LGP AssociatesVI-A LLC (“AssociatesVI-A”), LGP AssociatesVI-B LLC (“AssociatesVI-B,” and, together with GEI VI, GEI Side VI and AssociatesVI-A, the “Investors”), GEI Capital VI, LLC, a Delaware limited liability company (“Capital”), Green VI Holdings, LLC, a Delaware limited liability company (“Holdings”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), LGP Management, Inc., a Delaware corporation (“LGPM”), Peridot Coinvest Manager LLC, a Delaware limited liability company (“Peridot”), Jonathan D. Sokoloff, and Jonathan A. Seiffer (the foregoing entities and persons collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.6 (the “Joint Filing Agreement”) and Amendment No. 1 to the Joint Filing Agreement, attached hereto as Exhibit 7.8. |
As of the date of this statement, (i) GEI VI is the record owner of 387,522 Series A Preference Shares which are convertible into 4,475,608 Common Shares, (ii) GEI Side VI is the record owner of 230,963 Series A Preference Shares which are convertible into 2,667,461 Common Shares, (iii) AssociatesVI-A is the record owner of 470 Series A Preference Shares which are convertible into 5,428 Common Shares, and (iv) AssociatesVI-B is the record owner of 6,045 Series A Preference Shares which are convertible into 69,816 Common Shares.
Jonathan A. Seiffer directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control GEI VI, GEI Side VI, AssociatesVI-A, AssociatesVI-B, Capital, Holdings, LGP, LGPM and/or Peridot. Mr. Seiffer has been appointed as a director of the Issuer and may be deemed to have shared voting and investment power with respect to the Common Shares beneficially owned by GEI VI, GEI Side VI, AssociatesVI-A, and AssociatesVI-B. As such, Mr. Seiffer may be deemed to have shared beneficial ownership over such Common Shares. Mr. Seiffer, however, disclaims beneficial ownership of such Common Shares.
| (c) | Mr. Seiffer is a partner of LGP and a member of the board of directors of the Issuer |
| (d) | Mr. Seiffer has not been convicted in a criminal proceeding during the last five years. |
| (e) | Mr. Seiffer has not been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. |
| (f) | Mr. Seiffer is a United States citizen. |
| CUSIP No. G81276100 | Schedule 13D | Page 14 of 18 Pages |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b)
Reporting Persons | Number* of Shares With Shared Voting Power | Sole Beneficial Ownership | Shared Beneficial Ownership* | Percentage of Class Beneficially Owned | ||||||
GEI VI | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
GEI Side VI | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
AssociatesVI-A | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
AssociatesVI-B | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
Jonathan D. Sokoloff | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
Jonathan A. Seiffer | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
Other Reporting Persons | 0 | 7,239,263 (as converted) | 7,239,263 (as converted) | 12.2 | % | |||||
| (c) | The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. The following table includes (i) an award of 7,444 shares of Common Stock awarded to Mr. Sokoloff as compensation for his services on the Issuer’s board of directors, and (ii) an award of 7,444 shares of Common Stock awarded to Mr. Seiffer in connection with his appointment as a member of the Issuer’s board of directors. |
Reporting Persons | Date of Transaction | Number of Shares Acquired | Price per Share | |||||||||
Jonathan Sokoloff | 06/14/2019 | 7,444 | $ | 0.00 | ||||||||
Jonathan Seiffer | 06/14/2019 | 7,444 | $ | 0.00 | ||||||||
| CUSIP No. G81276100 | Schedule 13D | Page 15 of 18 Pages |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The disclosure provided in Item 6 of Schedule 13D amended hereby is updated to include the following additional disclosure:
The conversion rate formula for the Series A Preference Shares is set forth in the Certificate of Designation and is subject to various anti-dilution adjustments described in the Certificate of Designation. Since the filing of the Statement on Schedule 13D on October 13, 2016, the conversion rate has been adjusted as a result of these anti-dilution adjustments. The Series A Preference Shares would represent an ownership interest, assuming conversion of the Series A Preference Shares to the Issuer’s Common Shares pursuant to the conversion right of the holders of Series A Preference Shares, of approximately 12.2% at this time based on the current conversion rate of 11.5493.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| 7.1 | Investment Agreement, dated as of August 24, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on August 25, 2016). |
| 7.2 | Shareholders’ Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). |
| 7.3 | Series A Convertible Preference Shares Certificate of Designation (incorporated by reference to Exhibit 3.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). |
| 7.4 | Registration Rights Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.2 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). |
| 7.5 | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on August 25, 2016). |
| 7.6 | Joint Filing Agreement, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016). |
| 7.7 | Power of Attorney, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016). |
| 7.8 | Amendment No. 1 to Joint Filing Agreement, dated June 17, 2019. |
| 7.9 | Power of Attorney, dated June 17, 2019. |
| CUSIP No. G81276100 | Schedule 13D | Page 16 of 18 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment to Schedule 13D is true, complete, and correct.
Dated as of June 18, 2019
| Green Equity Investors VI, L.P. | ||
| By: GEI Capital VI, LLC, its General Partner | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Green Equity Investors Side VI, L.P. | ||
| By: GEI Capital VI, LLC, its General Partner | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP AssociatesVI-A LLC | ||
| By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP AssociatesVI-B LLC | ||
| By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| CUSIP No. G81276100 | Schedule 13D | Page 17 of 18 Pages |
| GEI Capital VI, LLC | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Green VI Holdings, LLC | ||
| By: LGP Management, Inc., its Manager | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Leonard Green & Partners, L.P. | ||
| By: LGP Management, Inc., its General Partner | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Management, Inc. | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Peridot Coinvest Manager LLC | ||
| By: | /S/ ANDREW C. GOLDBERG | |
| Name: | Andrew C. Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
/S/ ANDREW C. GOLDBERG | ||
| Andrew C. Goldberg, asAttorney-in-Fact for Jonathan D. Sokoloff | ||
/S/ ANDREW C. GOLDBERG | ||
| Andrew C. Goldberg, asAttorney-in-Fact for Jonathan A. Seiffer | ||
| CUSIP No. G81276100 | Schedule 13D | Page 18 of 18 Pages |
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 7.1 | Investment Agreement, dated as of August 24, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on August 25, 2016). | |
| 7.2 | Shareholders’ Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). | |
| 7.3 | Series A Convertible Preference Shares Certificate of Designation (incorporated by reference to Exhibit 3.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). | |
| 7.4 | Registration Rights Agreement, dated as of October 5, 2016 (incorporated by reference to Exhibit 10.2 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on October 6, 2016). | |
| 7.5 | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Signet Jewelers Limited’s Form8-K, filed with the Securities and Exchange Commission on August 25, 2016). | |
| 7.6 | Joint Filing Agreement, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016). | |
| 7.7 | Power of Attorney, dated October 10, 2016 (incorporated by reference to Exhibit 7.6 to Green Equity Investors VI, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on October 13, 2016). | |
| 7.8 | Amendment No. 1 to Joint Filing Agreement, dated June 17, 2019. | |
| 7.9 | Power of Attorney, dated June 17, 2019. | |
