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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2021 | 3. Issuer Name and Ticker or Trading Symbol Cyxtera Technologies, Inc. [ CYXT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 08/09/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Optional Shares | (1) | (1) | Class A Common Stock | 3,750,000(2) | (1) | I | By SIS Holdings LP(3)(4) |
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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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. The option to purchase shares of Class A common stock at a price per share of $10.00 is exercisable by SIS Holdings LP at any time or from time to time during the six months following the day that is the first business day after the consummation of the business combination between Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc., which was consummated on July 29, 2021. |
2. These options to purchase were inadvertently omitted from the Reporting Persons' original Form 3. |
3. The general partner of SIS Holdings LP is SIS Holdings GP, LLC ("SIS GP"). SIS GP is managed by a board of directors, a majority of which is appointed by BCEC Cyxtera Technologies Holdings (Guernsey) L.P. (the "BC Stockholder"). The general partners of the BC Stockholder are CIE Management IX Limited and BCEC Management X Limited, which are controlled by the board of directors, which are appointed by BC Partners Group Holdings Limited, which is a majority-owned subsidiary of BC Partners Holdings Limited, which is controlled by Lee Clark, Karen Jamieson, Mark Rodliffe and Nikos Stathopoulos. As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares held directly by SIS Holdings LP, but disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
4. Pursuant to a Stockholder Matters Agreement, dated as of July 30, 2021, Medina Capital Fund II- SIS Holdco, L.P. (the "Medina Stockholder") maintains a negative consent right over the disposition of the securities held by SIS Holdings LP. Medina Capital Fund II - SIS Holdco GP, LLC ("Medina GP") is the general partner of the Medina Stockholder. Manuel D. Medina ultimately controls Medina GP. As such, the each of the Medina Stockholder, Medina GP and Mr. Medina may be deemed to share beneficial ownership over the securities held directly by SIS Holdings LP. Each of Mr. Medina and the foregoing entities disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
Remarks: |
BC Partners Holdings Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director | 08/12/2021 | |
BC Partners Group Holdings Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director | 08/12/2021 | |
BCEC-Cyxtera Technologies Holdings (Guernsey) L.P., By: /s/ Lee Clark, Name: Lee Clark, Title: Director of the General Partners | 08/12/2021 | |
BCEC Management X Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director | 08/12/2021 | |
CIE Management IX Limited, By: /s/ Lee Clark, Name: Lee Clark, Title: Director | 08/12/2021 | |
SIS Holdings LP, By: SIS Holdings GP, LLC, its General Partner, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Chief Executive Officer | 08/12/2021 | |
SIS Holdings GP LLC, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Chief Executive Officer | 08/12/2021 | |
Medina Capital Fund II - SIS Holdco, LP, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Authorized Signatory | 08/12/2021 | |
Medina Capital Fund II - SIS Holdco GP, LLC, By: /s/ Manuel D. Medina, Name: Manuel D. Medina, Title: Authorized Signatory | 08/12/2021 | |
** 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 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). | ||
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. |