SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Flynn Timothy John

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/13/2020 S 135,036(1) D $10.09(2) 26,274,502(3) I See footnote.(4)
Common Stock, par value $0.01 11/16/2020 S 54,495(5) D $9.75(6) 26,220,007(7) I See footnote.(4)
Common Stock, par value $0.01 11/17/2020 S 386,001(8) D $9.92(9) 25,834,006(10) I See footnote(4)
Common Stock, par value $0.01 56,138(11) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 (12) 10/31/2023 Common Stock 13,603 13,603(13) D
Stock Option (Right to Buy) $21.53 (12) 10/27/2024 Common Stock 10,132 10,132(13) D
Stock Option (Right to Buy) $17.28 (12) 08/03/2025 Common Stock 11,821 11,821(13) D
Stock Option (Right to Buy) $5.35 (12) 08/01/2026 Common Stock 30,675 30,675(13) D
Stock Option (Right to Buy) $4.1 (12) 09/12/2027 Common Stock 42,919 42,919(13) D
Explanation of Responses:
1. Represents shares of Common Stock, par value $0.01 per share (the "Common Stock") sold 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"). Of the shares of Common Stock sold, 102,860 were sold by GEI V, 30,855 were sold by GEI Side V, and 1,321 were sold by TCS.
2. This transaction was executed in multiple trades at prices ranging from $10.00 to $10.37. The price reported reflects the weighted average sale price. Mr. Flynn hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.
3. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 20,013,791 are owned by GEI V, 6,003,647 are owned by GEI Side V, and 257,064 are owned by TCS.
4. 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.
5. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 41,510 were sold by GEI V, 12,452 were sold by GEI Side V, and 533 were sold by TCS.
6. This transaction was executed in multiple trades at prices ranging from $9.67 to $10.065. The price reported reflects the weighted average sale price. Mr. Flynn hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.
7. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock reported, 19,972,281 are owned by GEI V, 5,991,195 are owned by GEI Side V, and 256,531 are owned by TCS.
8. Represents shares of Common Stock sold by GEI V, GEI Side V, and TCS. Of the shares of Common Stock sold, 294,024 were sold by GEI V, 88,200 were sold by GEI Side V, and 3,777 were sold by TCS.
9. This transaction was executed in multiple trades at prices ranging from $9.75 to $10.195. The price reported reflects the weighted average sale price. Mr. Flynn hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the trades were effected.
10. Represents shares owned by GEI V, GEI Side V, and TCS. Of the shares of Common Stock Reported 19,678,257 are owned by GEI V, 5,902,995 are owned by GEI Side V, and 252,754 are owned by TCS.
11. Represents shares of restricted Common Stock awarded to the reporting person as compensation for services as a member of the Issuer's Board of Directors.
12. The options on this row are fully vested.
13. The options reported on this row are held by Mr. Flynn for the benefit of LGP. Mr. Flynn disclaims beneficial ownership of these securities.
Remarks:
/s/ Andrew C. Goldberg, attorney-in-fact 11/17/2020
** 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).
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