Green Equity Investors V, L.P. - Aug 28, 2024 Form 4 Insider Report for Container Store Group, Inc. (TCS)

Role
Director, 10%+ Owner
Signature
/s/ Andrew C. Goldberg, attorney-in-fact
Stock symbol
TCS
Transactions as of
Aug 28, 2024
Transactions value $
$0
Form type
4
Date filed
8/30/2024, 08:38 PM
Previous filing
Mar 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TCS Common Stock, par value $0.01 Award $0 +24.4K +12.35% $0.00 222K Aug 28, 2024 See footnote. F1, F2, F3
holding TCS Common Stock, par value $0.01 11.7M Aug 28, 2024 Direct F4, F5, F6, F7
holding TCS Common Stock, par value $0.01 3.5M Aug 28, 2024 Direct F5, F6, F8, F9
holding TCS Common Stock, par value $0.01 150K Aug 28, 2024 Direct F5, F6, F10, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TCS Stock Option (Right to Buy) 10.1K Aug 28, 2024 Common Stock 10.1K $21.53 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 11.8K Aug 28, 2024 Common Stock 11.8K $17.28 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 30.7K Aug 28, 2024 Common Stock 30.7K $5.35 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 42.9K Aug 28, 2024 Common Stock 42.9K $4.10 See footnote. F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of restricted common stock, par value $0.01 per share (the "Common Stock") of Container Store Group, Inc. (the "Issuer") awarded to Mr. J. Kristofer Galashan on August 28, 2024 as compensation for services as a director of the Issuer.
F2 Granted as compensation for services.
F3 Represents shares of restricted Common Stock owned by Mr. Galashan and Jonathan D. Sokoloff. Mr. Galashan holds 135,347 shares of restricted Common Stock. Mr. Sokoloff previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP"), and owns 86,567 shares, which are held for the benefit of LGP.
F4 Represents shares of the Common Stock held directly by Green Equity Investors V, L.P. ("GEI V").
F5 GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS Co-Invest, LLC ("TCS").
F6 GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS.
F7 Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F8 Represents shares of Common Stock held directly by GEI Side V.
F9 Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F10 Represents shares of Common Stock held directly by TCS.
F11 Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
F12 The options reported on this row are fully vested.
F13 The options reported on this row were granted to Mr. Galashan in respect of his service on the Issuer's board of directors for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.

Remarks:

Mr. J. Kristofer Galashan is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.