SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

J5M4T3B2P2CEYA, LLC, et al. – ‘4’ for 3/22/17 re: Veritiv Corp.

On:  Wednesday, 3/22/17, at 4:50pm ET   ·   For:  3/22/17   ·   Accession #:  899243-17-8395   ·   File #:  1-36479

Previous ‘4’:  ‘4’ on / for 11/23/16   ·   Next:  ‘4’ on 9/26/18 for 9/25/18   ·   Latest:  ‘4’ on / for 11/19/20

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/17  J5M4T3B2P2CEYA, LLC               4                      2:18K  Veritiv Corp.                     Donnelley Fin’l S… 06/FA
          BCIP T Associates III-B, LLC
          BCIP Trust Associates III
          BCIP Associates III-B
          BCIP T Associates III, LLC
          BCIP Trust Associates III-B
          Bain Capital Investors LLC

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

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      4K 
 2: EX-99.1     EX-99.1 Document                                    HTML      8K

‘4’   —   Form 4 Submission — doc4.xml/3.6



        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Veritiv Corp [ VRTV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
3/22/17
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share 3/22/17S 1,800,000 (1)D$54.14 (1)4,283,840ISee footnotes (2) (3) (4)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BCIP Associates III-B
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BCIP T Associates III, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BCIP Trust Associates III
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BCIP T Associates III-B, LLC
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BCIP Trust Associates III-B
(Last)(First)(Middle)
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
1. Name and Address of Reporting Person*
J5M4T3B2P2CEYA, LLC
(Last)(First)(Middle)
JOHN HANCOCK TOWER
200 CLARENDON STREET
(Street)
BOSTONMA02116
(City)(State)(Zip)
Explanation of Responses:
(1)  Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated March 16, 2017, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares was $54.14 per share, which represents the price to public less the underwriting discount and commission.
(2)  Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").
(3)  Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)
(4)  (Continued from footnote 3) The investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board. As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.
Remarks:
This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the same holdings described above. Part 2 of 2.
See signatures included in Exhibit 99.1 3/22/17
** Signature of Reporting PersonDate
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 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).
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.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

↑Top
Filing Submission 0000899243-17-008395   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., Apr. 27, 12:48:04.2am ET