| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
Canada Goose Holdings Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
135086106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 135086106 |
| 1 | Names of Reporting Persons Bain Capital Integral Investors 2008, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,773,742.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 135086106 |
| 1 | Names of Reporting Persons BCPE Fund X Goose Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,100,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 30.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Canada Goose Holdings Inc. | |
| (b) | Address of issuer's principal executive
offices: 100 Queen's Quay East, 22nd Floor, Toronto, Ontario, Canada. | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed jointly by Bain Capital Integral Investors 2008, L.P., a Cayman Islands exempted limited partnership ("Integral 2008"), and BCPE Fund X Goose Holdings, L.P., a Delaware limited partnership ("BCPE Fund X Holdings" and, together with Integral 2008, the "Reporting Persons").
Bain Capital Investors, LLC, a Delaware limited liability company ("BCI"), is the general partner of each of Integral 2008 and Bain Capital Partners X, L.P., a Cayman Islands exempted limited partnership ("Partners X"). Partners X is the general partner of Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership ("Fund X"), which is the sole member of BCPE Fund X Goose Holdings GP, LLC, a Delaware limited liability company ("BCPE Fund X Holdings GP" and, together with the Reporting Persons, BCI, Partners X and Fund X, the "Bain Capital Entities"), which is the general partner of BCPE Fund X Holdings.
As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. Voting and investment decisions with respect to the securities held by the Reporting Persons are made by the partners of BCI.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2025, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address for each of the Bain Capital Entities is 200 Clarendon Street, Boston, Massachusetts 02116. | |
| (c) | Citizenship: Integral 2008, Partners X and Fund X are each organized under the laws of the Cayman Islands. BCPE Fund X Holdings, BCPE Fund X Holdings GP and BCI are each organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities: Subordinate Voting Shares | |
| (e) | CUSIP No.: 135086106 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of the close of business on December 31, 2024, Integral 2008 held 10,773,742 Multiple Voting Shares and BCPE Fund X Holdings held 20,100,000 Multiple Voting Shares.
The rights of the holders of the Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except with respect to voting and conversion. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have 10 votes per share. The Subordinate Voting Shares are not convertible into any other class of shares, while the Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at the option of the holder and under certain other circumstances.
Accordingly, the 10,773,742 Multiple Voting Shares held by Integral 2008 represent approximately 19.4% of the Issuer's total voting power and the 20,100,000 Multiple Voting Shares held by BCPE Fund X Holdings represent approximately 36.2% of the Issuer's total voting power. In addition, the 10,773,742 Multiple Voting Shares held by Integral 2008 are convertible, at the option of Integral 2008, into 10,773,742 Subordinate Voting Shares, or approximately 19.0% of the Issuer's outstanding Subordinate Voting Shares, and the 20,100,000 Multiple Voting Shares held by BCPE Fund X Holdings are convertible, at the option of BCPE Fund X Holdings, into 20,100,000 Subordinate Voting Shares, or approximately 30.5% of the Issuer's outstanding Subordinate Voting Shares.
As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 30,873,742 Multiple Voting Shares, representing approximately 55.5% of the Issuer's total voting power, and which are convertible, at the option of the Reporting Persons, into an aggregate of 30,873,742 Subordinate Voting Shares, or approximately 40.2% of the Isuser's outstanding Subordinate Voting Shares.
The percentage of the Issuer's outstanding Subordinate Voting Shares and total voting power held by the Reporting Persons are based on 45,801,680 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 6, 2025.
The Reporting Persons are party to an Investor Rights Agreement, dated as of March 6, 2017, with DTR LLC, an entity directly controlled by the Issuer's President and Chief Executive Officer. The Investor Rights Agreement requires that the Reporting Persons and DTR LLC cast all votes to which they are entitled to elect directors designated in accordance with the terms and conditions of the Investor Rights Agreement. As a result, the Reporting Persons and DTR LLC may be deemed to be a group for purposes of Section 13(d) of the Act. The Reporting Persons disclaim beneficial ownership of the securities held by DTR LLC. | |
| (b) | Percent of class: See Item 4(a) hereof. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: See Item 4(a) hereof | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 4(a) hereof | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4(a) hereof. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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. |
|
|
|
|