Sec Form 4 Filing - BAIN CAPITAL INVESTORS LLC @ Trinseo S.A. - 2016-09-23

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
BAIN CAPITAL INVESTORS LLC
2. Issuer Name and Ticker or Trading Symbol
Trinseo S.A. [ TSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2016
(Street)
BOSTON, MA02116
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
ORDINARY SHARES 09/23/2016 S 10,669,567 D $ 54.05 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )
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
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA02116
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
X
BCIP Trust Associates IV-B, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
BAIN CAPITAL INVESTORS, LLC, By: /s/ Stephen Thomas, Managing Director 09/27/2016
Signature of Reporting Person Date
BCIP TRUST ASSOCIATES IV-B, L.P., By: Boylston Coinvestors, LLC, its general partner, By: /s/ Stephen Thomas, Name: Stephen Thomas, Title: Authorized Signatory 09/27/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents ordinary shares of Trinseo S.A. held by Bain Capital Everest Manager Holding SCA ("BCEM Holding"), whose general partner is Bain Capital Everest Manager S.a r.l. ("BCEM"). On September 23, 2016, BCEM Holding sold 10,669,567 Ordinary Shares. Following such sale, BCEM Holding held zero Ordinary Shares.
( 2 )All of the outstanding share capital of BCEM is held by Bain Capital Europe Fund III, L.P. ("Europe Fund III") and, in that capacity, Europe Fund III has the power to appoint the managers of BCEM. Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners Europe III, L.P. ("Partners Europe III"), which is the general partner of Europe Fund III. BCI is also the general partner of Bain Capital Partners X, L.P. ("Partners X"), which is the general partner of Bain Capital Fund X, L.P. ("Fund X"). Boylston Coinvestors, LLC is the general partner of BCIP Associates IV, L.P. ("BCIP IV"), BCIP Associates IV-B, L.P. ("BCIP IV-B"), BCIP Trust Associates IV, L.P. ("BCIP Trust IV") and BCIP Trust Associates IV-B, L.P. ("BCIP Trust IV-B," and, together with BCEM Holdings, BCEM, Europe Fund III, Partners Europe III, Fund X, Partners X, BCIP IV, BCIP IV-B and BCIP Trust IV, the "Bain Capital Entities").
( 3 )The governance, investment strategy and decision-making process with respect to the investments held by all of the Bain Capital Entities is directed by BCI's Global Private Equity Board. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Trinseo S.A. held by BCEM Holding. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:
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