SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

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SYNEOS HEALTH, INC.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

45329R109

(CUSIP Number)

 

---

Michael J. Aiello, Esq.

Sachin Kohli , Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 17, 2020

(Date of Event Which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

 

* 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 disclosures provided in a prior cover page.

The information required on 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 (the “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).

 

CUSIP No. 45329R109

13D

(1) As of September 21, 2020, includes shares directly owned by Thomas H. Lee Equity Fund VI (2019), L.P., THL Fund VI (2019) Coinvestment Partners, L.P., THL Equity Fund VII Investors (inVentiv), L.P., Thomas H. Lee Equity Fund VII, L.P., Thomas H Lee Parallel Fund VII, L.P., Thomas H. Lee Parallel (Cayman) Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., THL Managers VI, LLC and THL Managers VII, LLC.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the Issuer’s Prospectus Supplement dated September 15, 2020 and filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2020 (the “September 2020 Prospectus Supplement”).

 

1	NAMES OF REPORTING PERSONS
	THL Holdco LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			16,010,301(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			16,010,301(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,010,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.40%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) As of September 21, 2020, includes shares directly owned by Thomas H. Lee Equity Fund VI (2019), L.P., THL Fund VI (2019) Coinvestment Partners, L.P., THL Equity Fund VII Investors (inVentiv), L.P., Thomas H. Lee Equity Fund VII, L.P., Thomas H Lee Parallel Fund VII, L.P., Thomas H. Lee Parallel (Cayman) Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., THL Managers VI, LLC and THL Managers VII, LLC.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			16,010,301(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			16,010,301(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,010,301(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.40%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of September 21, 2020, includes shares directly owned by Thomas H. Lee Equity Fund VI (2019), L.P., THL Fund VI (2019) Coinvestment Partners, L.P., THL Equity Fund VII Investors (inVentiv), L.P., Thomas H. Lee Equity Fund VII, L.P., Thomas H Lee Parallel Fund VII, L.P., Thomas H. Lee Parallel (Cayman) Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., THL Managers VI, LLC and THL Managers VII, LLC.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

(1) As of September 21, 2020, includes shares directly owned by Thomas H. Lee Equity Fund VI (2019), L.P.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Equity Fund VI (2019), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,453,154(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,453,154(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,453,154(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.28%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	THL Fund VI (2019) Coinvestment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			126,249(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			126,249(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	126,249(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.12% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement..

 

1	NAMES OF REPORTING PERSONS
	THL Equity Advisors VII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,245,938(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,245,938(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,245,938(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.82% (1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of September 21, 2020, includes shares directly owned by THL Equity Fund VII Investors (inVentiv), L.P., Thomas H. Lee Equity Fund VII, L.P., Thomas H Lee Parallel Fund VII, L.P., Thomas H. Lee Parallel (Cayman) Fund VII, L.P. and THL Executive Fund VII, L.P.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Equity Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,189,090(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,189,090(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,189,090(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.14% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

1	NAMES OF REPORTING PERSONS
	Thomas H Lee Parallel Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			938,240(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			938,240(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	938,240(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.90% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Parallel (Cayman) Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,257,535(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,257,535(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,257,535(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.21% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	THL Executive Fund VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			104,230(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			104,230(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	104,230(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.10% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	THL Fund VII Coinvestment Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			181,336(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			181,336(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	181,336(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.17%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	THL Managers VI, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,619(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,619(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,619(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 0.01%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

1	NAMES OF REPORTING PERSONS
	THL Managers VII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,005(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,005(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,005(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 0.01%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of September 21, 2020.

 

(2) Based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 3), as reported in the September 2020 Prospectus Supplement.

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 10, 2017 (as amended from time to time, the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.

 

Item 4 is supplemented as follows:

 

The information set forth under Item 5 of this Amendment No. 3 is incorporated herein by reference.

 

Pursuant to the Underwriting Agreement, dated September 15, 2020 (the “Underwriting Agreement”), by and among Fund VI 2019, Fund VI 2019 Coinvest, Equity Fund VII inVentiv, Equity Fund VII, Parallel Fund VII, Parallel (Cayman) Fund VII, Executive Fund VII, Fund VII Coinvest, Managers VI and Managers VII (the “THL Selling Stockholders”), the Issuer and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (collectively, the “Underwriters”) and other selling stockholders named therein, the THL Selling Stockholders sold an aggregate of 3,233,719 shares of Common Stock to the Underwriters for $59.26 per share as part of an underwritten public offering on September 17, 2020 (the “September 2020 Offering”). Specifically, (i) Equity Fund VII sold 240,169 shares of Common Stock, (ii) Parallel Fund VII sold 189,503 shares of Common Stock, (iii) Parallel (Cayman) Fund VII sold 253,994 shares of Common Stock, (iv) Executive Fund VII sold 21,052 shares of Common Stock, (v) Fund VII Coinvest sold 36,626 shares of Common Stock, (vi) Equity Fund VII inVentiv sold 1,566,706 shares of Common Stock, (vii) Fund VI 2019 sold 899,437 shares of Common Stock, (viii) Fund VI 2019 Coinvest sold 25,500 shares of Common Stock, (ix) Managers VI sold 529 shares of Common Stock, and (x) Managers VII sold 203 shares of Common Stock in the September 2020 Offering to the Underwriters.  The September 2020 Offering was made pursuant to the Issuer’s shelf registration statement on Form S-3 (File No. 333-228559), as supplemented by a prospectus supplement, dated September 15, 2020 and filed with the SEC on September 16, 2020 (the “September 2020 Prospectus Supplement”).

 

In connection with the September 2020 Offering, the THL Selling Stockholders entered into customary “lock-up” agreements with the Underwriters, dated September 17, 2020 (the “Lock-up Agreements”) pursuant to which the THL Selling Stockholders generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 30-days after the date of the final prospectus relating to the September 2020 Offering without prior written consent from the Underwriters.

 

The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.8, and a form of the Lock-up Agreement attached as Annex IV to the Underwriting Agreement, all of which are incorporated by reference herein.

 

 

(a)(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 3 as of September 21, 2020, are incorporated herein by reference.  As of September 21, 2020, after giving effect to the September 2020 Offering, the Reporting Persons beneficially own, in the aggregate, 16,010,301 shares of Common Stock, which represents 15.40% of the Common Stock issued and outstanding.  The following table sets forth the number of shares and percentage of Common Stock owned by each Reporting Person.  The percentage of Common Stock owned was calculated based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering, as reported in the September 2020 Prospectus Supplement.

 

On account of the THL Stockholders’ Agreement (as defined and more fully described in Item 6 of the Schedule 13D), the Reporting Persons may be deemed to constitute a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(c) Other than as reported in this Amendment No. 3, no Reporting Person has entered into any transactions in the securities of the Issuer within the last 60 days.

 

(d) Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

---

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

22

Exhibit 99.15

Dated:  September 21, 2020
THOMAS H. LEE ADVISORS, LLC
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL HOLDCO, LLC

By:

/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THOMAS H. LEE PARTNERS, L.P.
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL EQUITY ADVISORS VI (2019), LLC
By:	Thomas H. Lee Partners, L.P.,
its Sole Member
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THOMAS H. LEE EQUITY FUND VI (2019), L.P.
By:	THL Equity Advisors VI (2019), LLC,
its General Partner
By:	Thomas H. Lee Partners, L.P.,
its Sole Member
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL EQUITY FUND VI (2019) COINVESTMENT PARTNERS, L.P.
By:	Thomas H. Lee Partners, L.P.,
its General Partner
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL EQUITY ADVISORS VII, LLC
By:	Thomas H. Lee Partners, L.P.,
its Sole Member
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL FUND VII COINVESTMENT PARTNERS, L.P.
By:	Thomas H. Lee Partners, L.P.,
its General Partner
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL EQUITY FUND VII INVESTORS (INVENTIV), L.P.
THOMAS H. LEE EQUITY FUND VII, L.P.
THOMAS H. LEE PARALLEL FUND VII, L.P.
THOMAS H. LEE PARALLEL (CAYMAN) FUND VII, L.P.
THL EXECUTIVE FUND VII, L.P.
By:	THL Equity Advisors VII, LLC,
its General Partner
By:	Thomas H. Lee Partners, L.P.,
its Sole Member
By:	Thomas H. Lee Advisors, LLC,
its General Partner
By:	THL Holdco, LLC,
its Managing Member
By:	/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL MANAGERS VI, LLC

By:

/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds

THL MANAGERS VII, LLC

By:

/s/ Mark A. Garcia

Name:

Mark A. Garcia

Title:

Chief Financial Officer, Funds