Sec Form 4 Filing - Green Equity Investors V, L.P. @ Container Store Group, Inc. - 2024-03-27

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 Green Equity Investors V, L.P. 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) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2024 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 03/27/2024 D( 1 ) 31,165 D $ 0 197,524 ( 2 ) I See footnote. ( 2 ) Common Stock, par value $0.01 11,680,206 ( 3 ) ( 4 ) ( 5 ) ( 6 ) D Common Stock, par value $0.01 3,503,776 ( 4 ) ( 5 ) ( 7 ) ( 8 ) D Common Stock, par value $0.01 150,024 ( 4 ) ( 5 ) ( 9 ) ( 10 ) 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 (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 Securi ties (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 Stock Option (Right to Buy) $ 21.53 ( 11 ) 10/27/2024 Common Stock 10,132 10,132 I See footnote. ( 12 ) Stock Option (Right to Buy) $ 17.28 ( 11 ) 08/03/2025 Common Stock 11,821 11,821 I See footnote. ( 12 ) Stock Option (Right to Buy) $ 5.35 ( 11 ) 08/01/2026 Common Stock 30,675 30,675 I See footnote. ( 12 ) Stock Option (Right to Buy) $ 4.1 ( 11 ) 09/12/2027 Common Stock 42,919 42,919 I See footnote. ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X TCS Co-Invest, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X LGP Associates V LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 03/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )When determining the number of shares subject to the restricted stock awards granted to the directors of the Issuer on August 30, 2023, including J. Kristofer Galashan, the Issuer inadvertently granted 31,165 shares of restricted stock (the "Excess Shares") in excess of the number to which the directors were entitled pursuant to the Issuer's plans and policies. On March 27, 2024, the directors forfeited the Excess Shares. ( 2 )Represents shares of restricted common stock of the Issuer, par value $0.01 per share (the "Common Stock"), owned by Mr. Galashan and Jonathan D. Sokoloff. Mr. Galashan holds 110,957 shares of restricted Common Stock. Mr. Sokoloff previously served on the Issuer's board of directors as an appointee of Leonard Green & Partners, L.P. ("LGP") and owns 86,567 shares, which are held for the benefit of LGP. ( 3 )Represents shares of the Common Stock held directly by Green Equity Investors V, L.P. ("GEI V"). ( 4 )GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS Co-Invest, LLC ("TCS"). ( 5 )GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS. ( 6 )Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 7 )Represents shares of Common Stock held directly by GEI Side V. ( 8 )Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 9 )Represents shares of Common Stock held directly by TCS. ( 10 )Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 11 )The options reported on this row are fully vested. ( 12 )The options reported on this row were granted to Mr. Galashan in respect of his service on the Issuer's board of directors for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP 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 such options.

Remarks: Mr. J. Kristofer Galashan is a member of the board of directors of the Issuer, and is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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).

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