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Filing Details

Accession Number:: 0001209191-22-049233
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-08 19:46:50
Reporting Period:: 2022-09-06

Accepted Time:: 2022-09-08 19:46:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1411688	Container Store Group Inc.	TCS	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1175523	Leonard Green & Partners, L.p.	11111 Santa Monica Blvd Ste 2000 Los Angeles CA 90025	Yes	No	Yes	No
1175525	Lgp Management Inc	11111 Santa Monica Blvd Ste 2000 Los Angeles, CA 90025	Yes	No	Yes	No
1449640	Gei Capital V, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1449643	Green Equity Investors Side V, L.p.	11111 Santa Monica Blvd. Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1449644	Green Equity Investors V, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1449645	Green V Holdings, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1590842	Tcs Co-Invest, Llc	11111 Santa Monica Blvd. Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No
1632725	Peridot Coinvest Manager Llc	11111 Santa Monica Boulevard Los Angeles, CA 90025	Yes	No	Yes	No
1642447	Lgp Associates V Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	Yes	No

Reported Non-Derivative Transactions

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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	Disposition	2022-09-06	32,805	$6.43	245,940	No	4	S	Indirect	See footnote.
Common Stock, Par Value $0.01	Disposition	2022-09-07	72,806	$6.48	173,134	No	4	S	Indirect	See footnote.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote.
No	4	S	Indirect	See footnote.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.01	11,680,206	Direct
Common Stock, Par Value $0.01	3,503,776	Direct
Common Stock, Par Value $0.01	150,024	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Buy)	$18.00	2023-10-31	27,205	27,205	Indirect
Common Stock	Stock Option (Right to Buy)	$21.53	2024-10-27	20,264	20,264	Indirect
Common Stock	Stock Option (Right to Buy)	$17.28	2025-08-03	23,642	23,642	Indirect
Common Stock	Stock Option (Right to Buy)	$5.35	2026-08-01	61,350	61,350	Indirect
Common Stock	Stock Option (Right to Buy)	$4.10	2027-09-12	85,838	85,838	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-10-31	27,205	27,205	Indirect
2024-10-27	20,264	20,264	Indirect
2025-08-03	23,642	23,642	Indirect
2026-08-01	61,350	61,350	Indirect
2027-09-12	85,838	85,838	Indirect

Footnotes

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").
GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and 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.
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.
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.
Represents shares of Common Stock held directly by GEI Side V.
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.
Represents shares of Common Stock held directly by TCS.
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.
Represents shares of Common Stock sold by Timothy J. Flynn. Mr. Flynn previously served on the Issuer's board of directors as an appointee of LGP, and held the shares of Common Stock for the benefit of LGP. Mr. Flynn sold these shares of Common Stock in connection with Mr. Flynn ceasing to serve on the Issuer's board of directors.
This transaction was executed in multiple trades at prices ranging from $6.36 to $6.525. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.
Represents shares of restricted Common Stock owned by Messrs. Sokoloff, Galashan and Flynn. Each of Messrs. Sokoloff and Galashan hold 86,567 shares of restricted Common Stock. Mr. Flynn previously served on the Issuer's board of directors as an appointee of LGP, and owns 72,806 shares which are held for the benefit of LGP.
This transaction was executed in multiple trades at prices ranging from $6.33 to $6.535. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a securityholder of the Issuer full information regarding the number of shares of Common Stock and prices at which the trades were effected.
Represents shares of restricted Common Stock owned by Messrs. Sokoloff and Galashan. Each of Messrs. Sokoloff and Galashan hold 86,567 shares of restricted Common Stock.
The options reported on this row are fully vested.
The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff 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.
The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff 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.
The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff 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.
The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff 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.
The options reported on this row were granted to Jonathan D. Sokoloff and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff and Galashan each holding 42,919 of such options. Each of Messrs. Sokoloff 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.