Sec Form 3 Filing - Green Equity Investors V, L.P. @ BJ's Wholesale Club Holdings, Inc. - 2018-06-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BJ's Wholesale Club Holdings, Inc. [ BJ]
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)
06/27/2018
(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 32,472,664 ( 1 ) D ( 2 ) ( 3 ) ( 4 )
Common Stock 9,741,018 ( 5 ) D ( 2 ) ( 3 ) ( 6 )
Common Stock 1,323,000 ( 7 ) D ( 2 ) ( 3 ) ( 8 )
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
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
Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA90025
X X
Beacon Coinvest 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 Associates V LLC
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
PERIDOT COINVEST MANAGER LLC
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
Signatures
/s/ Andrew C. Goldberg, attorney-in-fact 06/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Common Stock, par value $0.01 per share ("Common Stock"), of BJ's Wholesale Club Holdings, Inc. (the "Issuer") owned by Green Equity Investors V, L.P. ("GEI V").
( 2 )GEI Capital V, LLC ("Capital") 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. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates V LLC ("LGP Associates"), which is the management company of Beacon Coinvest LLC ("Beacon"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
( 3 )Each of GEI V, GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings, 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 some or all of the Common Stock owned by GEI V, GEI Side V, or Beacon, and, therefore, a "ten percent holder" hereunder.
( 4 )Each of GEI Side V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Common Stock reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI V, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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.
( 5 )Represents shares of Common Stock owned by GEI Side V.
( 6 )Each of GEI V, Beacon, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side V, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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 owned by Beacon.
( 8 )Each of GEI V, GEI Side V, LGP Associates, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Beacon, except to the extent of its direct ownership reported herein, and this report shall not otherwise 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.

Remarks:
The reporting persons may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of GEI V's right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of the Voting Agreement by and among the Issuer, GEI V, GEI Side V, Beacon, and CVC Beacon LP.Exhibit List: Exhibit 24.1 - Power of Attorney

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