Washington, D.C. 20549
Amendment No. 2
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OAK HILL CAPITAL PARTNERS III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
S
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* See Item 4
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
S
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OHCP GenPar III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
S
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OHCP MGP Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
S
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 238337 109
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SCHEDULE 13G
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1
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NAMES OF REPORTING PERSONS
OHCP MGP III, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
☐
(b)
S
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1(a).
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Name of Issuer
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Dave & Buster’s Entertainment, Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices
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2481 Mañana Drive
Dallas, Texas 75220
This statement is being filed jointly by each of:
Oak Hill Capital Partners III, L.P., a Cayman Islands exempted limited partnership
Oak Hill Capital Management Partners III, L.P., a Cayman Islands exempted limited partnership
OHCP GenPar III, L.P., a Cayman Islands exempted limited partnership
OHCP MGP Partners III, L.P., a Cayman Islands exempted limited partnership
OHCP MGP III, Ltd., a Cayman Islands exempted company
The business address of each of the Reporting Persons is c/o Oak Hill Capital Management, LLC, 65 East 55th Street, 32nd Floor, New York, NY 10022.
(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
238337 109
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), checkwhether the person filing is a:
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15U.S.C. 80a-8);
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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☐
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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(a)-(c)
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer, as of December 31, 2016, are incorporated by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security BeingReported on by the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: March
21
, 2017
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OAK HILL CAPITAL PARTNERS III, L.P.
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By:
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OHCP GENPAR III, L.P., its general partner
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By:
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OHCP MGP Partners III, L.P., its general partner
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By:
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OHCP MGP III, LTD., its general partner
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By:
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/s/ Caitlin H. Melchior
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Name:
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Caitlin H. Melchior
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Title:
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Assistant Secretary
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OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
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By:
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OHCP GENPAR III, L.P., its general partner
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By:
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OHCP MGP Partners III, L.P., its general partner
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By:
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OHCP MGP III, LTD., its general partner
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By:
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/s/ Caitlin H. Melchior
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Name:
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Caitlin H. Melchior
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Title:
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Assistant Secretary
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OHCP GENPAR III, L.P.
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By:
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OHCP MGP Partners III, L.P., its general partner
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By:
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OHCP MGP III, LTD., its general partner
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By:
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/s/ Caitlin H. Melchior
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Name:
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Caitlin H. Melchior
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Title:
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Assistant Secretary
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OHCP MGP PARTNERS III, L.P.
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By:
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OHCP MGP III, LTD., its general partner
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By:
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/s/ Caitlin H. Melchior
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Name:
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Caitlin H. Melchior
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Title:
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Assistant Secretary
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OHCP MGP III, LTD.
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By:
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/s/ Caitlin H. Melchior
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Name:
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Caitlin H. Melchior
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Title:
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Assistant Secretary
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EXHIBIT INDEX
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Exhibit No.
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Joint Filing Agreement, dated March 21, 2017, among Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P, OHCP
GenPar III, L.P., OHCP MGP Partners III, L.P. and OHCP MGP III, Ltd.
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