Green Equity Investors V, L.P. - Sep 1, 2021 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
Sep 1, 2021
Transactions value $
$0
Form type
4
Date filed
9/3/2021, 06:03 PM
Next filing
Sep 2, 2022

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 +33.8K +20.05% $0.00 202K Sep 1, 2021 See footnote. F9, F10, F11
holding TCS Common Stock, par value $0.01 11.7M Sep 1, 2021 Direct F1, F2, F3, F4
holding TCS Common Stock, par value $0.01 3.5M Sep 1, 2021 Direct F2, F3, F5, F6
holding TCS Common Stock, par value $0.01 150K Sep 1, 2021 Direct F2, F3, F7, F8

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) 40.8K Sep 1, 2021 Common Stock 40.8K $18.00 See footnote. F12, F13
holding TCS Stock Option (Right to Buy) 30.4K Sep 1, 2021 Common Stock 30.4K $21.53 See footnote. F12, F14
holding TCS Stock Option (Right to Buy) 35.5K Sep 1, 2021 Common Stock 35.5K $17.28 See footnote. F12, F15
holding TCS Stock Option (Right to Buy) 92K Sep 1, 2021 Common Stock 92K $5.35 See footnote. F12, F16
holding TCS Stock Option (Right to Buy) 129K Sep 1, 2021 Common Stock 129K $4.10 See footnote. F12, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V").
F2 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. Leonard Green & Partners, L.P. ("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").
F3 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 reported herein (in the case of GEI Side V, GEI V's shares of Common Stock and TCS's shares of Common Stock, in the case of GEI V, GEI Side V's shares of Common Stock and TCS's shares of Common Stock, and in the case of TCS, GEI V's shares of Common Stock and GEI Side V's shares of Common Stock) owned by GEI V, GEI Side V, or TCS.
F4 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.
F5 Represents shares of Common Stock held directly by GEI Side V.
F6 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.
F7 Represents shares of Common Stock held directly by TCS.
F8 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.
F9 Represents shares of restricted Common Stock of the Issuer awarded to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on September 1, 2021.
F10 Granted as compensation for services.
F11 Represents shares of restricted Common Stock owned by Messrs. Sokoloff, Flynn, and Galashan, each of whom hold 67,393 shares of restricted Common Stock.
F12 The options reported on this row are fully vested.
F13 The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff and Mr. Flynn each holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
F14 The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
F15 The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
F16 The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff, Flynn, and 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.
F17 The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 42,919 of such options. Each of Messrs. Sokoloff, Flynn, and 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:

GEI V may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of its right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of a securities purchase agreement dated as of August 15, 2007, as amended, by and among the Issuer, GEI V, GEI Side V, and TCS.