| 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 Hayward Holdings, Inc. [ HAYW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2021 | ||||||||||||||||||||||||||
| 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 | 03/16/2021 | S | 6,772,545 | D | $16.065 | 68,433,874 | I | By CCMP Capital Investors III, L.P.(1)(2)(3)(4) | ||
| Common Stock | 03/16/2021 | S | 418,053 | D | $16.065 | 4,224,255 | I | By CCMP Capital Investors III (Employee), L.P.(1)(2)(3)(4) | ||
| 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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| Explanation of Responses: |
| 1. CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors, the "CCMP Capital Funds"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP"). |
| 2. CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its 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 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. In connection with the consummation of the initial public offering of the Issuer's common stock, par value $0.001 per share ("Common Stock"), the CCMP Capital Funds have entered into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the issuer and certain affiliates of MSD Partners, L.P. ("MSD") and Alberta Investment Management Corporation ("AIMCo") pursuant to which the CCMP Capital Funds and MSD have agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them, and AIMCo has also agreed to certain restrictions on the transfer of its shares of Common Stock. By virtue of the Stockholders' Agreement, the CCMP Capital Funds, MSD and AIMCo may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). |
| 4. In addition, each reporting person may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person disclaims any pecuniary interest in any shares of Common Stock held by the group with MSD and AIMCo except as reported as beneficially owned by the reporting persons in this Form 4. |
| CCMP CAPITAL, LP, By: CCMP Capital GP, LLC, its general partner By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Managing Director and General Counsel | 03/16/2021 | |
| CCMP CAPITAL GP, LLC By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Managing Director and General Counsel | 03/16/2021 | |
| CCMP CAPITAL INVESTORS III, L.P., By: CCMP Capital Associates III, L.P., its general partner, By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Managing Director and General Counsel | 03/16/2021 | |
| CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P., By: CCMP Capital Associates III, L.P., its general partner, By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Manag. Dir. and General Counsel | 03/16/2021 | |
| CCMP CAPITAL ASSOCIATES III, L.P., By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Managing Director and General Counsel | 03/16/2021 | |
| CCMP CAPITAL ASSOCIATES III GP, LLC By: /s/ Richard G. Jansen Name: Richard G. Jansen Title: Managing Director and General Counsel | 03/16/2021 | |
| ** 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. | ||
