Sec Form 4 Filing - Galashan John Kristofer @ Container Store Group, Inc. - 2019-08-28

Insider filing report for Changes in Beneficial Ownership
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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
Galashan John Kristofer
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)
08/28/2019
(Street)
LOS ANGELES, CA90025
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, par value $0.01 20,952,262 I See footnotes. ( 1 ) ( 2 )
Common Stock, par value $0.01 6,285,164 I See footnotes. ( 1 ) ( 2 )
Common Stock, par value $0.01 269,118 I See footnotes. ( 1 ) ( 2 )
Common Stock, par value $0.01 08/28/2019 A 21,599 ( 3 ) A $ 0 ( 4 ) 30,757 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 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
Stock Option (Right to Buy) $ 18 ( 5 ) 10/31/2023 Common Stock 13,602 13,602 ( 6 ) D
Stock Option (Right to Buy) $ 21.53 ( 5 ) 10/27/2024 Common Stock 10,132 10,132 ( 6 ) D
Stock Option (Right to Buy) $ 17.28 ( 5 ) 08/03/2025 Common Stock 11,821 11,821 ( 6 ) D
Stock Option (Right to Buy) $ 5.35 ( 5 ) 08/01/2026 Common Stock 30,675 30,675 ( 6 ) D
Stock Option (Right to Buy) $ 4.1 ( 7 ) 09/12/2027 Common Stock 42,919 42,919 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Galashan John Kristofer
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA90025
X X
Signatures
Andrew Goldberg, attorney-in-fact 08/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 20,952,262, 6,285,164, and 269,118 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") reported herein are owned directly 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"), respectively. GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. J. Kristofer Galashan is a partner of Leonard Green & Partners, L.P. ("LGP"), which 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. is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS.
( 2 )Mr. Galashan 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. Galashan 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.
( 3 )Represents shares of restricted Common Stock awarded to the reporting person pursuant to the Issuer's Amended and Restated 2013 Incentive Award Plan on August 28, 2019.
( 4 )Granted as compensation for services.
( 5 )The options on this row are fully vested.
( 6 )The options reported on this row are held by Mr. Galashan for the benefit of LGP. Mr. Galashan disclaims beneficial ownership of these securities.
( 7 )Subject to Mr. Galashan's continued service through each such vesting date, the option reported on this row, granted on September 12, 2017 (the "Second Grant Date"), shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on September 11, 2018; (ii) the second installment vested on August 27, 2019; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) September 12, 2020.

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