Statement of Changes in Beneficial Ownership (4)
September 13 2016 - 5:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
CCMP Capital, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Ollie's Bargain Outlet Holdings, Inc.
[
OLLI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CCMP CAPITAL ADVISORS, LP, 245 PARK AVENUE, 16TH FL
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2016
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(Street)
NEW YORK, NY 10167
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share ("Common Stock")
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9/12/2016
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S
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13725798
(6)
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D
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$26.07
(7)
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0
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D
(1)
(2)
(3)
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Common Stock
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9/12/2016
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S
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12111471
(6)
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D
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$26.07
(7)
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0
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D
(1)
(2)
(3)
(4)
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Common Stock
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9/12/2016
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S
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1614327
(6)
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D
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$26.07
(7)
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0
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D
(1)
(2)
(3)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates, (v) CCMP Capital, LP ("CCMP Capital"), the owner of CCMP Capital Associates GP, and (vi) CCMP Capital GP, LLC ("CCMP Capital GP"), the general partner of CCMP Capital (CCMP Capital GP and CCMP Capital, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). The amount of securities indicated in the first row of Table I reflects the aggregate amount of shares beneficially owned by the CCMP Capital Funds. See footnotes (4) and (5).
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(
2)
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Each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), to beneficially own the Common Stock of Ollie's Bargain Outlet Holdings, Inc. (the "Issuer") reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP is not readily determinable because it is subject to several variables, including the internal rate of return within the CCMP Capital Funds.
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(
3)
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The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's Common Stock held by the Reporting Persons as a group. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
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(
4)
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The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.
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(
5)
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The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.
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(
6)
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The shares of Common Stock were sold by the Reporting Persons in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on September 6, 2016.
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(
7)
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Represents public offering price of $26.07 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CCMP Capital, LP
C/O CCMP CAPITAL ADVISORS, LP
245 PARK AVENUE, 16TH FL
NEW YORK, NY 10167
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X
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CCMP Capital Investors II, L.P.
C/O CCMP CAPITAL ADVISORS, LP
245 PARK AVENUE, 16TH FL
NEW YORK, NY 10167
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X
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CCMP Capital Investors (Cayman) II, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN AVENUE
GEORGE TOWN, E9 KY 1-9005
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X
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CCMP Capital Associates, L.P.
C/O CCMP CAPITAL ADVISORS, LP
245 PARK AVENUE, 16TH FL
NEW YORK, NY 10167
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X
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CCMP Capital Associates GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
245 PARK AVENUE, 16TH FL
NEW YORK, NY 10167
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X
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CCMP Capital GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
245 PARK AVENUE, 16TH FL
NEW YORK, NY 10167
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X
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Signatures
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CCMP CAPITAL, LP, By: CCMP Capital GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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CCMP CAPITAL INVESTORS II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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CCMP CAPITAL ASSOCIATES, L.P. , By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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CCMP CAPITAL ASSOCIATES GP, LLC, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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CCMP CAPITAL GP, LLC, By: /s/ Richard G. Jansen, Managing Director and General Counsel
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9/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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