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SC 13G Filing
YETI (YETI) SC 13GYETI Holdings, Inc.
Filed: 7 Feb 19, 5:00pm
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
YETI Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
98585X 104
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
| |||||
| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
| |||||
| 1. | Names of Reporting Persons | |||
| |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 98585X 104 | |||||
| |||||
| 1. | Names of Reporting Persons | |||
| |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
Item 1. | ||
| (a) | Name of Issuer |
| (b) | Address of Issuer’s Principal Executive Offices |
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Item 2. | ||
| (a) | Name of Person Filing |
| (b) | Address of Principal Business Office or, if none, Residence |
| (c) | Citizenship (i) Cortec Management V, LLC (ii) Cortec Group Fund V, L.P. (iii) Cortec Co-Investment Fund V, LLC (iv) Cortec Management V (Co-Invest), LLC (v) Cortec Group Fund V (Parallel), L.P. (vi) Roy J. Seiders (vii) RJS ICE Management, LLC (viii) RJS Ice, L.P. (ix) RJS Ice 2, LP (x) Ryan R. Seiders (xi) RRS ICE Management, LLC (xii) RRS Ice 2, LP
The foregoing persons are collectively referred to herein as the “Reporting Persons.” |
| (d) | Title of Class of Securities |
| (e) | CUSIP Number |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| This Item 3 is not applicable. | ||
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Item 4. | Ownership | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned:
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| (b) | Percent of class:
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| (c) | Number of shares as to which the person has:
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| (i) | Sole power to vote or to direct the vote
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| (ii) | Shared power to vote or to direct the vote
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| (iii) | Sole power to dispose or to direct the disposition of
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| (iv) | Shared power to dispose or to direct the disposition of As of December 31, 2018, each of the Reporting Persons’ beneficial ownership was as follows: (A) Cortec Management V, LLC: (B) Cortec Group Fund V, L.P.: (C) Cortec Co-Investment Fund V, LLC: (D) Cortec Management V (Co-Invest), LLC: (E) Cortec Group Fund V (Parallel), L.P.: |
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| Sole dispositive power: 0 shares Shared dispositive power: 0 shares (F) Roy J. Seiders: (G) RJS ICE Management, LLC: (H) RJS Ice, L.P.: (I) RJS Ice 2, LP: (J) Ryan R. Seiders: (K) RRS ICE Management, LLC: (L) RRS Ice 2, LP: |
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Item 5. | Ownership of Five Percent or Less of a Class | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
This Item 6 is not applicable. | |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
This Item 7 is not applicable. | |
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Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are party to a Voting Agreement, dated as of October 24, 2018 (the “Voting Agreement”). The Voting Agreement requires the Reporting Persons to vote their shares of Common Stock for directors that are designated by a stockholder representative in accordance with the provisions of the Voting Agreement. The Voting Agreement will terminate on the earlier to occur of (i) the parties thereto no longer beneficially owning in the aggregate shares of Common Stock representing greater than 50% of the then-outstanding voting power with respect to the election of the Issuer’s directors or (ii) upon written notice by Cortec Group Fund V, L.P. and its affiliates. Considering the terms of the Voting Agreement, as of December 31, 2018, each of the Reporting Persons may be deemed to be a member of a “group” that beneficially owns an aggregate of 61,393,230 shares of Common Stock, or 72.9% of the outstanding Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Voting Agreement. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G. | |
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Item 9. | Notice of Dissolution of Group |
This Item 9 is not applicable. | |
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Item 10. | Certification |
This Item 10 is not applicable. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2019 | CORTEC MANAGEMENT V, LLC | |
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| By: | /s/ David L. Schnadig |
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| Name: David L. Schnadig |
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| Title: Member |
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Dated: February 7, 2019 | CORTEC GROUP FUND V, L.P. | |
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| By: | CORTEC MANAGEMENT V, LLC, its general partner |
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| By: | /s/ David L. Schnadig |
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| Name: David L. Schnadig |
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| Title: Member |
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Dated: February 7, 2019 | CORTEC CO-INVESTMENT FUND V, LLC | |
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| By: | /s/ David L. Schnadig |
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| Name: David L. Schnadig |
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| Title: Member |
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Dated: February 7, 2019 | CORTEC MANAGEMENT V (CO-INVEST), LLC | |
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| By: | /s/ David L. Schnadig |
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| Name: David L. Schnadig |
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| Title: Member |
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Dated: February 7, 2019 | CORTEC GROUP FUND V (PARALLEL), L.P. | |
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| By: | CORTEC MANAGEMENT V (CO-INVEST), LLC, its general partner |
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| By: | /s/ David L. Schnadig |
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| Name: David L. Schnadig |
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| Title: Member |
Dated: February 7, 2019 | /s/ Roy J. Seiders | |
| Roy J. Seiders | |
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Dated: February 7, 2019 | RJS ICE MANAGEMENT, LLC | |
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| By: | /s/ Roy J. Seiders |
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| Name: Roy J. Seiders |
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| Title: Manager |
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Dated: February 7, 2019 | RJS ICE, LP | |
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| By: | RJS ICE MANAGEMENT, LLC, its general partner |
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| By: | /s/ Roy J. Seiders |
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| Name: Roy J. Seiders |
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| Title: Manager |
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Dated: February 7, 2019 | RJS ICE 2, LP | |
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| By: | RJS ICE MANAGEMENT, LLC, its general partner |
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| By: | /s/ Roy J. Seiders |
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| Name: Roy J. Seiders |
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| Title: Manager |
Dated: February 7, 2019 | /s/ Ryan R. Seiders | |
| Ryan R. Seiders | |
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Dated: February 7, 2019 | RRS ICE MANAGEMENT, LLC | |
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| By: | /s/ Ryan R. Seiders |
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| Name: Ryan R. Seiders |
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| Title: Manager |
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Dated: February 7, 2019 | RRS ICE 2, LP | |
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| By: | RRS ICE MANAGEMENT, LLC, its general partner |
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| By: | /s/ Ryan R. Seiders |
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| Name: Ryan R. Seiders |
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| Title: Manager |
| ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |