FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Flynn Timothy John 		2. Issuer Name and Ticker or Trading Symbol

Container Store Group, Inc. [ TCS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/12/2017
(Street)

LOS ANGELES, CA 90025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01                  20952262   I   See footnotes.   (1) (2)
Common Stock, par value $0.01                  6285164   I   See footnotes.   (1) (2)
Common Stock, par value $0.01                  269118   I   See footnotes.   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $18.00                      (3) 10/31/2023   Common Stock   13602     13602   (4) D    
Stock Option (Right to Buy)   $21.53                      (5) 10/27/2024   Common Stock   10132     10132   (4) D    
Stock Option (Right to Buy)   $17.28                      (6) 8/3/2025   Common Stock   11821     11821   (4) D    
Stock Option (Right to Buy)   $5.35                      (7) 8/1/2026   Common Stock   30675     30675   (4) D    
Stock Option (Right to Buy)   $4.10   9/12/2017     (8) A      42919         (9) 9/12/2027   Common Stock   42919   $0.00   (10) 42919   (4) D    

Explanation of Responses:
(1)  The 20,952,262, 6,285,164, and 269,118 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") reported herein are owned directly by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and TCS Co-Invest, LLC ("TCS"), respectively. 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. Timothy J. Flynn is a partner of Leonard Green & Partners, L.P. ("LGP"), which 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. is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS.
(2)  Mr. Flynn 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 the shares owned by GEI V, GEI Side V, and TCS. Mr. Flynn disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3)  The options reported on this row are fully vested.
(4)  The options reported on this row are held by Mr. Flynn for the benefit of LGP. Mr. Flynn disclaims beneficial ownership of these securities.
(5)  The options reported on this row are fully vested.
(6)  Subject to Mr. Flynn's continued service through each such vesting date, the option reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on July 31, 2016 (the "Grant Date"); (ii) the second installment vested on August 3, 2017; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Grant Date and (y) August 3, 2018.
(7)  Subject to Mr. Flynn's continued service through each such vesting date, the option reported on this row shall vest and become exercisable in three equal installments as follows: the first installment vested on August 1, 2017 (the "Second Grant Date"); (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Second Grant Date and (y) August 1, 2018; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) August 1, 2019.
(8)  Not applicable.
(9)  Subject to Mr. Flynn's continued service through each such vesting date, the option reported on this row shall vest and become exercisable in three equal installments as follows: the first installment shall vest on the earlier of (x) the day immediately preceding the date of the first Annual Meeting following September 12, 2017 (the "Third Grant Date") and (y) September 12, 2018; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Third Grant Date and (y) September 12, 2019; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Third Grant Date and (y) September 12, 2020.
(10)  Granted as compensation for services.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flynn Timothy John
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025 		X X


Signatures
/s/ Lance J.T. Schumacher, as Attorney-in-Fact for Timothy J. Flynn 9/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Container Store (NYSE:TCS)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Container Store Charts.
Container Store (NYSE:TCS)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Container Store Charts.