Statement of Changes in Beneficial Ownership (4)
May 01 2023 - 4:07PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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KWANT SINEAD MARY |
2. Issuer Name and Ticker or Trading Symbol
Diversey Holdings, Ltd.
[
DSEY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Western Europe |
(Last)
(First)
(Middle)
1300 ALTURA ROAD, SUITE 125 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
(Street)
FORT MILL, SC 29708 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, $0.0001 par value (1)(2) | 5/1/2023 | | A | | 134453 | A | $0.00 | 475413 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | The reporting person was granted (i) 14,583 unvested closing restricted share units ("Closing RSUs"), (ii) 14,332 2022 bonus restricted share units ("2022 Bonus RSUs"), (iii) 5,538 tax receivable agreement restricted share units ("TRA RSUs") and (iv) 100,000 retention restricted share units ("Retention RSUs"), in each case, granted under the Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan. The Closing RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to Diversey Holdings, Ltd. (the "Company") and its affiliates through the vesting date, except that a portion of Closing RSUs equal to the product obtained by multiplying such holder's Closing RSUs by a fraction equal to the number of full and partial months from and including January 1, 2023 through the holder's termination divided by 24 months shall vest on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason. |
(2) | The 2022 Bonus RSUs vest upon the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among Olympus Water Holdings IV, L.P., acting by its general partner, Olympus Water Holdings Limited, Diamond Merger Limited and the Company, or on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason. The TRA RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to the Company and its affiliates, or on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason. The Retention RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to the Company and its affiliates through the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KWANT SINEAD MARY 1300 ALTURA ROAD, SUITE 125 FORT MILL, SC 29708 |
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| President, Western Europe |
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Signatures
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/s/ Michael Chapman, by power of attorney | | 5/1/2023 |
**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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