| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/06/2024 |
3. Issuer Name and Ticker or Trading Symbol
Duckhorn Portfolio, Inc. [ NAPA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
| Common Stock | 6,377,923 | I | See Footnote(1) |
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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 | ||||
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 reported 6,377,923 shares of Common Stock are directly held by certain funds and accounts managed indirectly by Messrs. Waglay and Beck, which amount is inclusive of the 5,779,734 shares of Common Stock held by funds for which Butterfly UGP II, LLC is the ultimate general partner. |
| Remarks: |
| The Reporting Persons may be deemed to be in a 10% Owner group with certain investors affiliated with TSG Consumer Partners LLC and Brown-Forman Corporation as a result of the voting and support agreements entered into with each of the foregoing, which agreements relate to the contemplated merger of the Issuer with a subsidiary of Marlee Buyer, Inc. |
| MARLEE BUYER, INC., By: Vishal Patel, Its: President, /s/ Vishal Patel | 10/16/2024 | |
| By: Francesco D'Arcangelo, Its: Vice President, Secretary and Treasurer, /s/ Francesco D'Arcangelo | 10/16/2024 | |
| BUTTERFLY UGP II, LLC, By: Adam Waglay, Its: Officer, /s/ Adam Waglay | 10/16/2024 | |
| /s/ Adam Waglay | 10/16/2024 | |
| /s/ Dustin Beck | 10/16/2024 | |
| ** 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. | ||
