SEC Info - Bain Capital Fund IX, LLC, et al. - ‘4’ for 4/7/15 re: Burlington Stores, Inc.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAIN CAPITAL INVESTORS LLC

2. Issuer Name and Ticker or Trading Symbol
Burlington Stores, Inc. [BURL]

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

_____ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2015

(Street)

BOSTON, MA 02116

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Amount

(A) or (D)

Price

Common Stock

04/07/2015

10,667,286

$58.77

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

BCIP Associates-G
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

BCIP TCV, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

Bain Capital Integral Investors, LLC
C/O BAIN CAPITAL INVESTORS, LLC
JOHN HANCOCK TOWER 200 CLARENDON STREET
BOSTON, MA 02116

Bain Capital Fund IX, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

BAIN CAPITAL FUND IX L P
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

Bain Capital Partners IX, L.P.
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116

Signatures

/s/ Jordan Hitch

04/08/2015

^**Signature of Reporting Person

Date

Explanation of Responses:

If the form is filed by more than one reporting person, see Instruction 4(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).

(1)

Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners IX, L.P. ("BCP IX"), which is the sole general partner of Bain Capital Fund IX, L.P. ("Fund IX LP"), which is the sole member of Bain Capital Fund IX, LLC ("Fund IX"). As a result, each of BCI, BCP IX and Fund IX LP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund IX. Each of BCI, BCP IX and Fund IX LP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On April 7, 2015, Fund IX sold 4,797,629 shares of Common Stock. Following such sale, Fund IX held zero shares of Common Stock.

(2)

BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Integral. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On April 7, 2015, Integral sold 5,718,682 shares of Common Stock. Following such sale, Integral held zero shares of Common Stock.

(3)

BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On April 7, 2015, BCIP TCV sold 148,020 shares of Common Stock. Following such sale, BCIP TCV held zero shares of Common Stock.

(4)

BCI is also the managing partner of BCIP Associates-G ("BCIP G"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On April 7, 2015, BCIP G sold 2,955 shares of Common Stock. Following such sale, BCIP G held zero shares of Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Bain Capital Fund IX, LLC, et al. – ‘4’ for 4/7/15 re: Burlington Stores, Inc.

On: Wednesday, 4/8/15, at 4:33pm ET · For: 4/7/15 · Accession #: 1209191-15-33143 · File #: 1-36107

Previous ‘4’: ‘4’ on 4/2/15 for 3/31/15 · Next & Latest: ‘4’ on 5/3/19 for 5/1/19

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

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Reporting Owners

Signatures

Explanation of Responses:

Bain Capital Fund IX, LLC, et al. – ‘4’ for 4/7/15 re: Burlington Stores, Inc.

On: Wednesday, 4/8/15, at 4:33pm ET · For: 4/7/15 · Accession #: 1209191-15-33143 · File #: 1-36107

Previous ‘4’: ‘4’ on 4/2/15 for 3/31/15 · Next & Latest: ‘4’ on 5/3/19 for 5/1/19

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents