Federal Street Acquisition Form 3 Initial statement of insider ownership

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^*

THL AGILITI LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2019

3. Issuer Name and Ticker or Trading Symbol
Federal Street Acquisition Corp. [ FSAC ]

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

X	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)
Class A Common Stock, par value $0.0001 per share	86,795,398(1)	I	See footnotes(2)(3)(4)

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
Class F Common Stock, par value $0.0001 per share	(5)	(5)	Class A Common Stock, par value $0.0001 per share	11,400,000	(5)	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

THL AGILITI LLC

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THL EQUITY FUND VIII INVESTORS (AGILITI), L.P.

(Last) (First) (Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnotes.

2. See Exhibit 99.1 for text of footnotes.

3. See Exhibit 99.1 for text of footnotes.

4. See Exhibit 99.1 for text of footnotes.

5. See Exhibit 99.1 for text of footnotes.

Remarks:

Each of the Reporting Persons may be deemed a director by deputization as a result of Mr. Scott M. Sperling, the Co-President of Thomas H. Lee Partners, L.P., and Kent R. Weldon, a Managing Director of Thomas H. Lee Partners, L.P., serving on the board of directors of the Issuer. Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 3 is the second of two Form 3s. The Form 3 has been divided into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 is filed by Designated Filer, THL Agiliti LLC.

	THL Agiliti LLC By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing Director	01/04/2019
	** 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 5 (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).
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