Great Hill Equity Partners V Form 4 YogaWorks / Matthew T Vettel ownership change

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^*

Great Hill Equity Partners V, L.P.

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YogaWorks, Inc. [ YOGA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
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	08/16/2017		A		9,076(1)	A	$5.5	38,699	D(2)(3)
COMMON STOCK	08/16/2017		A		2,718,196(1)	A	$5.5	11,589,865	D(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Great Hill Equity Partners V, L.P.

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREAT HILL INVESTORS LLC

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GHP V, LLC

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Great Hill Partners GP V, L.P.

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAYES JOHN G

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kumin Michael Andrew

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Taber Mark D.

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vettel Matthew T

(Last) (First) (Middle)

ONE LIBERTY SQUARE

(Street)

BOSTON MA 02109

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares acquired in connection with YogaWorks, Inc.'s initial public offering.

2. These shares are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners V, L.P., GHP V, LLC, Great Hill Partners GP V, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

4. These shares are owned by Great Hill Equity Partners V, L.P. Great Hill Partners GP V, L.P. is the sole general partner of Great Hill Equity Partners V, L.P. and GHP V, LLC is the sole general partner of Great Hill Partners GP V, L.P. GHP V, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners V, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Equity Partners V, L.P.	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Investors, LLC	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for GHP V, LLC	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Partners GP V, L.P.	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes	08/18/2017
	/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin	08/18/2017
	/s/ Laurie T. Gerber, Laurie T. Gerber, as attorney-in-fact for Mark D. Taber	08/18/2017
	/s/ Laurie T. Gerber, Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel	08/18/2017
	** Signature of Reporting Person	Date
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