Sec Form 4 Filing - Flynn Timothy John @ Container Store Group, Inc. - 2020-11-10

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 Flynn Timothy John 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) 11/10/2020 (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 11/10/2020 S 185,059 ( 1 ) D $ 10.3 ( 2 ) 26,711,131 ( 3 ) I See footnote. ( 4 ) Common Stock, par value $0.01 11/11/2020 S 149,226 ( 5 ) D $ 10.15 ( 6 ) 26,561,905 ( 7 ) I See footnote. ( 4 ) Common Stock, par value $0.01 11/12/2020 S 152,367 ( 8 ) D $ 10.07 ( 9 ) 26,409,538 ( 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 (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 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn Timothy John 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 11/12/2020 Signature of Reporting Person Date

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, 140,963 were sold by GEI V, 42,285 were sold by GEI Side V, and 1,811 were sold by TCS. ( 2 )This transaction was executed in multiple trades at prices ranging from $10.10 to $10.525. 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, 20,346,380 are owned by GEI V, 6,103,415 are owned by GEI Side V, and 261,336 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, 113,668 were sold by GEI V, 34,098 were sold by GEI Side V, and 1,460 were sold by TCS. ( 6 )This transaction was executed in multiple trades at prices ranging from $10.05 to $10.325. 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, 20,232,712 are owned by GEI V, 6,069,317 are owned by GEI Side V, and 259,876 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, 116,061 were sold by GEI V, 34,815 were sold by GEI Side V, and 1,491 were sold by TCS. ( 9 )This transaction was executed in multiple trades at prices ranging from $9.98 to $10.385. 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 20,116,651 are owned by GEI V, 6,034,502 are owned by GEI Side V, and 258,385 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.

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