Fpa Select Drawdown Fund Form 3 Nexeo Solutions / Mark Landecker ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

First Pacific Advisors, LLC

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2016

3. Issuer Name and Ticker or Trading Symbol
Nexeo Solutions, Inc. [ NXEO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,123,426	I	See Footnotes(1)(2)(3)
Common Stock	1,481,699	I	See Footnotes(4)(5)(6)
Common Stock	816,923	I	See Footnotes(7)(11)(12)(13)
Common Stock	1,483,784	I	See Footnotes(8)(11)(12)(13)
Common Stock	99,284	I	See Footnotes(9)(11)(12)(13)
Common Stock	152,460	I	See Footnotes(10)(11)(12)(13)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	07/09/2016	06/09/2021	Common Stock	89,388	11.5	I	See Footnote(11)(12)(13)(14)

1. Name and Address of Reporting Person^*

First Pacific Advisors, LLC

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FPA FUNDS TRUST

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FPA Global Opportunity Fund

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FPA SELECT DRAWDOWN FUND, L.P.

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FPA Select Fund

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FPA Value Partners Fund

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ATWOOD J RICHARD

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROMICK STEVEN T

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Selmo Brian A.

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Landecker Mark

(Last) (First) (Middle)

11601 WILSHIRE BLVD.

SUITE 1200

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. Shares of common stock of Nexeo Solutions, Inc. (the "Issuer") held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LLC ("FPA") is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. J. Richard Atwood may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent as a Portfolio Manager of FPA Crescent and Managing Partner of FPA. Messrs. Brian A. Selmo and Mark Landecker may be deemed to exercise voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent as Portfolio Managers of FPA Crescent and Partners of FPA.

2. (Continued from footnote 1) FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. Of the 20,123,426 shares of common stock of the Issuer held by FPA Crescent Fund, 2,431,709 shares are designated Founder Shares ("Founder Shares") and are subject to certain restrictions on transfer (the "Share Price Restrictions"), including:

3. (Continued from footnote 2) (i) with respect to 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuer's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, and (ii) with respect to the remaining 50% of the Founder Shares, such shares cannot be transferred unless the last sale price of the Issuer's common stock equals or exceeds $15 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. If such Share Price Restrictions have not been satisfied, the Founder Shares must be forfeited to the Issuer on June 9, 2026.

4. Shares of common stock of the Issuer held directly by WLRS Fund I LLC ("WLRS Fund"), a limited liability company controlled by a third party but in which investment advisory clients of FPA are members and own a 99.9% economic interest. FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund because FPA is the investment adviser to members of WLRS Fund, including FPA Crescent Fund, and such members have an approval right with respect to transfers of the securities of the Issuer held by WLRS Fund pursuant to the limited liability company operating agreement of WLRS Fund (the "LLC Agreement"). As a member of WLRS Fund, FPA Crescent Fund may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right.

5. (Continued from footnote 4) Of the 1,481,699 shares of common stock of the Issuer held by WLRS Fund, 1,256,166 are designated Founder Shares and are subject to the Share Price Restrictions. All shares of common stock of the Issuer held by WLRS Fund are subject to certain restrictions on transfer detailed in that Shareholders' and Registration Rights Agreement, dated March 21, 2016, among WL Ross Holding Corp., WL Ross Sponsor LLC and Nexeo Holdco, LLC (the "Stockholders' Agreement"). Pursuant to such restrictions, without the prior written consent of TPG Global, LLC and WL Ross Sponsor LLC (collectively, the "Sponsors"), the shares of common stock of the Issuer held by WLRS Fund cannot be transferred during the first six months following June 9, 2016 (the "Lock-Up Period"), and then, subject to any permitted underwritten offerings pursuant to the Stockholders' Agreement and other permitted transfers,

6. (Continued from footnote 5) cannot be transferred through the earlier of 12 months following the expiration of the Lock-Up Period or such time as the Sponsors no longer hold 50% of their initial ownership of the Issuer's common stock. Pursuant to the LLC Agreement, at any time following the lapse of the transfer restrictions on the shares of common stock held by WLRS Fund, each member of WLRS Fund may elect by written notice to the Manager of WLRS Fund to receive a distribution of such unrestricted shares of common stock up to such member's pro rata portion of its respective membership percentage.

7. Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity"). FPA serves as manager of and investment adviser to FPA Global Opportunity. Of the 816,923 shares of common stock held directly by FPA Global Opportunity, 138,224 are designated Founder Shares and are subject to the Share Price Restrictions.

8. Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Of the 1,483,784 shares of common stock of the Issuer held directly by FPA Select Drawdown, 251,058 are designated Founder Shares and are subject to the Share Price Restrictions.

9. Shares of common stock of the Issuer held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). FPA serves as manager of and investment adviser to FPA Select. Of the 99,284 shares of common stock of the Issuer held directly by FPA Select, 16,799 are designated Founder Shares and are subject to the Share Price Restrictions.

10. Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners", and together with FPA Global Opportunity, FPA Select Drawdown, and FPA Select, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Value Partners. Of the 152,460 shares of common stock of the Issuer held directly by FPA Value Partners, 25,796 are designated Founder Shares and are subject to the Share Price Restrictions.

11. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Messrs. Atwood and Romick may be deemed to exercise voting and/or investment power over the securities of the Issuer held by the Private Investment Funds each as a Managing Partner of FPA. Mr. Selmo may be deemed to exercise voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and as a Partner of FPA. Mr. Landecker may be deemed to exercise voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and as a Partner of FPA.

12. (Continued from footnote 11) FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds, and Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund.

13. (Continued from footnote 12) Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

14. Warrants to purchase shares of common stock of the Issuer held directly by FPA Value Partners.

Remarks:

First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Nexeo Solutions, Inc. (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.

	FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner	06/20/2016
	FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST, Name: /s/ J. Richard Atwood, Title: President	06/20/2016
	FPA GLOBAL OPPORTUNITY FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title Managing Partner	06/20/2016
	FPA SELECT DRAWDOWN FUND, L.P., By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner	06/20/2016
	FPA SELECT FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner	06/20/2016
	FPA VALUE PARTNERS FUND, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner	06/20/2016
	J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood	06/20/2016
	STEVEN T. ROMICK, Name: /s/ Steven T. Romick	06/20/2016
	BRIAN A. SELMO, Name: /s/ Brian A. Selmo	06/20/2016
	MARK LANDECKER, Name: /s/ Mark Landecker	06/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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