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Filing Details

Accession Number:: 0001104659-23-059702
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-12 16:01:21
Reporting Period:: 2023-05-10

Accepted Time:: 2023-05-12 16:01:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1834622	Hayward Holdings Inc.	HAYW	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1372939	Ccmp Capital, Lp	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	No	Yes	No
1569775	Ccmp Capital Investors Iii, L.p.	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	No	Yes	No
1581003	Ccmp Capital Investors Iii (Employee), L.p.	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	No	Yes	No
1674350	Ccmp Capital Gp, Llc	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	No	Yes	No
1718029	Ccmp Capital Associates Iii Gp, Llc	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	No	Yes	No
1718034	Ccmp Capital Associates Iii, L.p.	C/O Ccmp Capital Advisors, Lp 1 Rockefeller Plaza, 16Th Floor New York NY 10020	No	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	Disposition	2023-05-10	12,789,809	$11.75	15,475,537	No	4	S	Indirect	By CCMP Capital Investors III, L.P.
Common Stock	Disposition	2023-05-10	789,484	$11.75	955,266	No	4	S	Indirect	By CCMP Capital Investors III (Employee), L.P.
Common Stock	Disposition	2023-05-12	1,918,471	$11.75	13,557,066	No	4	S	Indirect	By CCMP Capital Investors III, L.P.
Common Stock	Disposition	2023-05-12	118,423	$11.75	836,843	No	4	S	Indirect	By CCMP Capital Investors III (Employee), L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By CCMP Capital Investors III, L.P.
No	4	S	Indirect	By CCMP Capital Investors III (Employee), L.P.
No	4	S	Indirect	By CCMP Capital Investors III, L.P.
No	4	S	Indirect	By CCMP Capital Investors III (Employee), L.P.

Footnotes

Shares sold by the reporting person were part of an underwritten secondary offering (the "Offering") of 21,000,000 shares of the Issuer's common stock which closed on May 10, 2023.
Shares sold by the reporting person were part of the underwriter's complete exercise of the option to purchase an additional 3,150,000 shares of the Issuer's common stock in connection with the Offering.
CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors, the "CCMP Investors"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP").
CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
In connection with the consummation of the initial public offering of the Issuer's common stock, par value $0.001 per share ("Common Stock"), the CCMP Investors entered into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the Issuer and certain affiliates of MSD Partners, L.P. ("MSD") and the other stockholders named therein pursuant to which the CCMP Investors and MSD have agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them. By virtue of the Stockholders' Agreement, the CCMP Investors and MSD may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").
In addition, each reporting person may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person disclaims any pecuniary interest in any shares of Common Stock held by the group with MSD except as reported as beneficially owned by the reporting persons in this Form 4.