Vi GP L.L.C. BCP Form 4 Gates Industrial / Omaha Manager L.L.C. BTO ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Omaha Aggregator (Cayman) L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Ordinary Shares	03/30/2022		S		6,324,053	D	$15.14(1)	81,033,144(2)	I	See Footnotes(3)(8)(9)(10)(11)(12)
Ordinary Shares	03/30/2022		S		6,115,142	D	$15.14(1)	78,356,260(2)	I	See Footnotes(4)(8)(9)(10)(11)(12)
Ordinary Shares	03/30/2022		S		20,938	D	$15.14(1)	268,295(2)	I	See Footnotes(5)(8)(9)(10)(11)(12)
Ordinary Shares	03/30/2022		S		1,289,867	D	$15.14(1)	16,527,684(2)	I	See Footnotes(6)(9)(10)(11)(12)
Ordinary Shares								2,402,208	I	See Footnotes(7)(8)(9)(10)(11)(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

Omaha Aggregator (Cayman) L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Family Investment Partnership (Cayman) VI-ESC L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners (Cayman) VI L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone GTS Co-Invest L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BTO Omaha Holdings L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Management Associates (Cayman) VI L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP VI GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone LR Associates (Cayman) VI Ltd.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BTO Omaha Manager L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Tactical Opportunities Management Associates (Cayman) L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. This amount represents the $15.14 sale price per Ordinary Share in a secondary offering and related private sale.

2. These Ordinary Shares may be evidenced by Depositary Receipts.

3. Reflects securities held directly by BX Gates ML-1 Holdco LLC. The sole member of BX Gates ML-1 Holdco LLC is Blackstone Capital Partners (Cayman) VI L.P.

4. Reflects securities held directly by BX Gates ML-2 Holdco LLC. The sole member of BX Gates ML-2 Holdco LLC is Blackstone GTS Co-Invest L.P.

5. Reflects securities held directly by BX Gates ML-3 Holdco LLC. The sole member of BX Gates ML-3 Holdco LLC is Blackstone Family Investment Partnership (Cayman) VI-ESC L.P.

6. Reflects securities held directly by BX Gates ML-4 Holdco LLC. The sole member of BX Gates ML-4 Holdco LLC is BTO Omaha Holdings L.P. The general partner of BTO Omaha Holdings L.P. is BTO Omaha Manager L.L.C. The managing member of BTO Omaha Manager L.L.C. is Blackstone Tactical Opportunities Management Associates (Cayman) L.P. The general partners of Blackstone Tactical Opportunities Management Associates (Cayman) L.P. are BTO GP L.L.C. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.

7. Reflects securities held directly by BX Gates ML-5 Holdco LLC. The sole member of BX Gates ML-5 Holdco LLC is Omaha Aggregator (Cayman) L.P.

8. The general partner of each of Omaha Aggregator (Cayman) L.P., Blackstone Capital Partners (Cayman) VI L.P. and Blackstone GTS Co-Invest L.P. is Blackstone Management Associates (Cayman) VI L.P. The general partners of each of Blackstone Management Associates (Cayman) VI L.P. and Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. are BCP VI GP L.L.C. and Blackstone LR Associates (Cayman) VI Ltd.

9. Blackstone Holdings III L.P. is the sole member of each of BCP VI GP L.L.C. and BTO GP L.L.C. and the controlling shareholder of each of Blackstone LR Associates (Cayman) VI Ltd. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. The sole holder of Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

10. Due to the limitations of the electronic filing system certain Reporting Persons are filing separate Forms 4.

11. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

12. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	OMAHA AGGREGATOR (CAYMAN) L.P., By: Blackstone Management Associates (Cayman) VI L.P., its general partner, By: BCP VI GP L.L.C., a general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BLACKSTONE CAPITAL PARTNERS (CAYMAN) VI L.P., By: Blackstone Management Associates (Cayman) VI L.P., its general partner, By: BCP VI GP L.L.C., a general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) VI-ESC L.P. By: BCP VI GP L.L.C., a general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BLACKSTONE GTS CO-INVEST LP By: Blackstone Management Associates (Cayman) VI LP, GP By: BCP VI GP LLC, its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BTO OMAHA HOLDINGS L.P., By: BTO Omaha Manager L.L.C., general partner, By: Blackstone Tactical Opportunities Management Associates (Cayman) L.P., managing member, By: BTO GP L.L.C., a general partner, By: /s/ Christopher J. James, Authorized Signatory	04/01/2022
	BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) VI L.P., By: BCP VI GP L.L.C., a general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BCP VI GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	04/01/2022
	BLACKSTONE LR ASSOCIATES (CAYMAN) VI LTD., By: Blackstone Capital Partners Holdings Director L.L.C., its director, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	04/01/2022
	BTO OMAHA MANAGER L.L.C., By: Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its managing member, By: BTO GP L.L.C., a general partner, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	04/01/2022
	BLACKSTONE TACTICAL OPPORTUNITIES MANAGEMENT ASSOCIATES (CAYMAN) L.P., By: BTO GP L.L.C., a general partner, By: /s/ Christopher J. James, Name: Christopher J. James, Title: Authorized Signatory	04/01/2022
	** Signature of Reporting Person	Date
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