Filing Details

Accession Number:
0000899243-18-025304
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-09-26 16:47:40
Reporting Period:
2018-09-25
Accepted Time:
2018-09-26 16:47:40
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1599489 Veritiv Corp VRTV () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1040508 Bain Capital Investors Llc 200 Clarendon Street
Boston MA 02116
No No Yes No
1379516 Bcip T Associates Iii-B, Llc 200 Clarendon Street
Boston MA 02116
No No Yes No
1379518 Bcip T Associates Iii, Llc 200 Clarendon Street
Boston MA 02116
No No Yes No
1379519 Iii-B Associates Bcip 200 Clarendon Street
Boston MA 02116
No No Yes No
1379520 Iii Associates Trust Bcip 200 Clarendon Street
Boston MA 02116
No No Yes No
1379521 Iii-B Associates Trust Bcip 200 Clarendon Street
Boston MA 02116
No No Yes No
1611822 J5M4T3B2P2Ceya, Llc 200 Clarendon Street
Boston MA 02116
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Disposition 2018-09-25 1,500,000 $41.40 2,783,840 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See footnotes
Footnotes
  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 September 20, 2018, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares to the underwriter is $41.40 per share.
  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) 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.