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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Civitas Solutions, Inc. [ CIVI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/01/2015 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 10/01/2015 | J(1) | 25,250,000 | D | $0.00 | 0 | I | By NMH Investment, LLC(2)(3)(4) | ||
Common Stock | 10/01/2015 | J(5) | V | 15,411,756 | A | $0.00 | 15,411,756 | I | By Vestar Capital Partners V, L.P.(6)(7) | |
Common Stock | 10/01/2015 | J(8) | V | 4,238,591 | A | $0.00 | 4,238,591 | I | By Vestar Capital Partners V-A, L.P.(9)(7) | |
Common Stock | 10/01/2015 | J(10) | V | 558,090 | A | $0.00 | 558,090 | I | By Vestar Capital Partners V-B, L.P.(11)(7) | |
Common Stock | 10/01/2015 | J(12) | V | 546,938 | A | $0.00 | 546,938 | I | By Vestar/NMH Investors, LLC(13)(7) |
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 |
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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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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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents a pro rata distribution of shares of common stock of the issuer made by NMH Investment, LLC to its members for no consideration on October 1, 2015 (the "Distribution"). |
2. These shares were held directly by NMH Investment, LLC ("NMH Investment"). Vestar Capital Partners V, L.P. (the "Fund"), Vestar Capital Partners V-A, L.P. ("Fund V-A"), Vestar Capital Partners V-B, L.P. ("Fund V-B") and Vestar/NMH Investors, LLC ("Vestar/NMH Investors") were members of NMH Investment that had the power to appoint a majority of the members of the management committee of NMH Investment and as a result had the power to direct the management of NMH Investment's business, including the power to direct decisions of NMH Investment regarding the vote and disposition of securities held by NMH Investment. |
3. The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V, L.P. ("Vestar Executives V") and Vestar Co-Invest V, L.P. ("Vestar Co-Invest V") are members of Vestar/NMH Investors. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of the Fund, Fund V-A, Fund V-B and Vestar Executives V. Vestar Managers V Ltd. ("VMV") is the general partner of Vestar Associates V and Vestar Co-Invest V. Daniel S. O'Connell is the sole director of VMV. As a result of these relationships, each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have had beneficial ownership of the shares held by NMH Investment. |
4. (Continued From Footnote 3) Each of the Fund, Fund V-A, Fund V-B, Vestar/NMH Investors, Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaimed beneficial ownership of the securities beneficially owned by NMH Investment except to the extent of its or his respective pecuniary interest therein. |
5. The Fund received 15,411,756 shares of common stock of the issuer in the Distribution. The Fund previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by the Fund was exempt under Rule 16a-9 and Rule 16a-13. |
6. These shares are held directly by the Fund. Vestar Associates V is the general partner of the Fund. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. |
7. As a result of these relationships, each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell may be deemed to have beneficial ownership of the shares held directly by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors. Each of the Vestar Executives V, Vestar Co-Invest V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the securities beneficially owned by Fund, Fund V-A, Fund V-B and Vestar/NMH Investors, except to the extent of its or his respective pecuniary interest therein. |
8. Fund V-A received 4,238,591 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13. |
9. These shares are held directly by Fund V-A. Vestar Associates V is the general partner of Fund V-A. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. |
10. Fund V-B received 558,090 shares of common stock of the issuer in the Distribution. Fund V-B previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-B was exempt under Rule 16a-9 and Rule 16a-13. |
11. These shares are held directly by Fund V-B. Vestar Associates V is the general partner of Fund V-B. VMV is the general partner of Vestar Associates V. Mr. O'Connell is the sole director of VMV. |
12. Vestar/NMH Investors received 546,938 shares of common stock of the issuer in the Distribution. Fund V-A previously reported indirect beneficial ownership of all of the shares of the issuer owned by NMH Investment, LLC. The acquisition of such shares by Fund V-A was exempt under Rule 16a-9 and Rule 16a-13. |
13. These shares are held directly by Vestar/NMH Investors. The Fund is the managing member of Vestar/NMH Investors, and Vestar Executives V and Vestar Co-Invest V are members of Vestar/NMH Investors. Vestar Associates V is the general partner of the Fund and Vestar Executives V. VMV is the general partner of Vestar Associates V and Vestar Co-Invest V. Mr. O'Connell is the sole director of VMV. |
Remarks: |
Vestar Capital Partners V, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar/NMH Investors, LLC, by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Executives V, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Associates V, L.P., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Vestar Managers V Ltd., by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
Daniel S. O'Connell, by /s/ Steven Della Rocca, by power of attorney | 10/05/2015 | |
** 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. |