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)
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2. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2024 | ||||||||||||||||||||||||||
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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 | 07/10/2024 | S | 587,520(1) | D | $63.8255 | 32,522,966 | I | See explanation of responses(2)(3)(4)(5) | ||
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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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| Explanation of Responses: |
| 1. Represents shares sold to Acushnet Holdings Corp. pursuant to the Stock Repurchase Agreement dated March 14, 2024. |
| 2. Magnus Holdings Co., Ltd., directly holds 32,522,966 shares. The sole shareholder of Magnus Holdings Co., Ltd. is FILA Holdings Corp. Because of FILA Holdings Corp.'s relationship to Magnus Holdings Co., Ltd., FILA Holdings Corp. may be deemed to beneficially own the shares directly held by Magnus Holdings Co., Ltd. |
| 3. Magnus Holdings Co., Ltd. and FILA Holdings Corp. (together, the "Reporting Persons") disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Solely for the purposes of Section 16 of the Exchange Act, each of Magnus Holdings Co., Ltd. and FILA Holdings Corp. may be deemed a director-by-deputization by virtue of the fact that (i) Yoon Soo Yoon is the Chairman of the Board of Directors of Acushnet Holdings Corp. and the Chairman of FILA Holdings Corp., (ii) Keun Chang Yoon is a Director on the Board of Directors of Acushnet Holdings Corp. and is the President and Chief Executive Officer of FILA Holdings Corp. and (iii) Ho Yeon Lee is a Director on the Board of Directors of Acushnet Holdings Corp. and the CEO of Magnus Holdings Co., Ltd. |
| 5. As a result of their roles at FILA Holdings Corp., each of Yoon Soo Yoon and Keun Chang Yoon may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares directly held by Magnus Holdings Co., Ltd. Each of Yoon Soo Yoon and Keun Chang Yoon disclaims beneficial ownership over the shares held by Magnus Holdings Co., Ltd., except to the extent of his pecuniary interest therein. |
| Remarks: |
| (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
| /s/ Ho Yeon Lee, Chief Executive Officer, Magnus Holdings Co., Ltd. (6) | 07/11/2024 | |
| /s/ Keun Chang Yoon, Chief Executive Officer and President, FILA Holdings Corp. (6) | 07/11/2024 | |
| ** 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. | ||