Statement of Changes in Beneficial Ownership (4)
17 November 2022 - 10:07PM
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 |
2. Issuer Name and Ticker or Trading
Symbol Hayward Holdings, Inc. [ HAYW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O CCMP CAPITAL ADVISORS, LP, 1 ROCKEFELLER PLAZA, 16TH
FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/15/2022
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(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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 |
11/15/2022 |
|
S |
|
4872308 |
D |
$9.86 |
39471656 |
I |
By CCMP Capital Investors III,
L.P. (1)(2)(3)(4) |
Common Stock |
11/15/2022 |
|
S |
|
300756 |
D |
$9.86 |
2436489 |
I |
By CCMP Capital Investors III (Employee),
L.P. (1)(2)(3)(4) |
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 |
Explanation of
Responses: |
(1) |
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"). |
(2) |
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. |
(3) |
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 Alberta Investment
Management Corporation ("AIMCo") 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, and AIMCo has also agreed to certain restrictions on the
transfer of its shares of Common Stock. By virtue of the
Stockholders' Agreement, the CCMP Investors, MSD and AIMCo 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"). |
(4) |
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 and AIMCo except as reported as beneficially owned by the
reporting persons in this Form 4. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
CCMP Capital, LP
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
|
CCMP Capital GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
|
CCMP Capital Investors III, L.P.
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
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CCMP Capital Investors III (Employee), L.P.
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
|
CCMP Capital Associates III, L.P.
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
|
CCMP Capital Associates III GP, LLC
C/O CCMP CAPITAL ADVISORS, LP
1 ROCKEFELLER PLAZA, 16TH FLOOR
NEW YORK, NY 10020 |
|
X |
|
|
Signatures
|
CCMP CAPITAL, LP By: CCMP Capital GP, LLC, its
general partner By: /s/ Mark McFadden Name: Mark McFadden Title:
Managing Partner |
|
11/17/2022 |
**Signature
of Reporting Person |
Date |
CCMP CAPITAL GP, LLC By: /s/ Mark McFadden Name:
Mark McFadden Title: Managing Partner |
|
11/17/2022 |
**Signature
of Reporting Person |
Date |
CCMP CAPITAL INVESTORS III, L.P. By: CCMP Capital
Associates III, L.P., its general partner By: CCMP Capital
Associates III GP, LLC, its general partner By: /s/ Mark McFadden
Name: Mark McFadden Title: Managing Partner |
|
11/17/2022 |
**Signature
of Reporting Person |
Date |
CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P. By:
CCMP Capital Associates III, L.P., its general partner By: CCMP
Capital Associates III GP, LLC, its general partner By: /s/ Mark
McFadden Name: Mark McFadden Title: Managing
Partner |
|
11/17/2022 |
**Signature
of Reporting Person |
Date |
CCMP CAPITAL ASSOCIATES III, L.P. By: CCMP
Capital Associates III GP, LLC, its general partner By: /s/ Mark
McFadden Name: Mark McFadden Title: Managing
Partner |
|
11/17/2022 |
**Signature
of Reporting Person |
Date |
CCMP CAPITAL ASSOCIATES III GP, LLC By: /s/ Mark
McFadden Name: Mark McFadden Title: Managing
Partner |
|
11/17/2022 |
**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. |
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