Sec Form 4 Filing - Neoplux No. 1 Private Equity Fund @ Acushnet Holdings Corp. - 2016-11-02

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Neoplux No. 1 Private Equity Fund
2. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
10% Group
(Last) (First) (Middle)
C/O NEOPLUX CO. LTD., 18F, GLASS TOWER, BLDG., 534 TEHERAN-RO, GANGNAM-GU
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2016
(Street)
SEOUL, M506181
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/02/2016 C 1,383,237 A 1,383,243 I See Footnote ( 1 )
Common Stock 11/02/2016 C 754,488 A 2,137,731 I See Footnote ( 1 )
Common Stock 11/02/2016 S 1,383,731 D $ 17 754,000 I See Footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
7.5% Convertible Notes due 2021 ( 2 ) 11/02/2016 C 1,383,237 ( 2 ) ( 2 ) Common Stock 1,383,237 ( 1 ) 0 I See Footnote ( 2 )
Series A redeemable convertible preferred stock ( 2 ) 11/02/2016 C 754,488 ( 2 ) ( 2 ) Common Stock 754,488 ( 1 ) 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neoplux No. 1 Private Equity Fund
C/O NEOPLUX CO. LTD., 18F, GLASS TOWER
BLDG., 534 TEHERAN-RO, GANGNAM-GU
SEOUL, M506181
10% Group
Signatures
/s/ Heidi Steele Attorney-in-fact 11/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Neoplux No. 1 Private Equity, an affiliate of Neoplux Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity are made by the Investment Committee of Neoplux No. 1 Private Equity. The Investment Committee of Neoplux No. 1 Private Equity consists of four members: Mr. Lee, Sangha, Mr. Kim, Donghwan, Mr. Min, Kyungmin and Ms. Park, Jiyoung. These individuals may be deemed to beneficially own the shares of common stock of Acushnet owned by Neoplux No. 1 Private Equity. Such persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
( 2 )Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into common stock on November 2, 2016. The Convertible Notes converted into the number of shares of common stock derived by dividing the outstanding unpaid principle amount of the Convertible Notes by $11.11. The Convertible Preferred Stock converted on a one share of Convertible Preferred Stock for nine shares of common stock basis. As a result of its sale of common stock in Acushnet's initial public offering, the Reporting Person is no longer part of the "group", within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, that included Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund 1. As a result, the Reporting Person is no longer subject to Section 16.

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