Sec Form 4 Filing - BAIN CAPITAL INVESTORS LLC @ Veritiv Corp - 2018-09-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BAIN CAPITAL INVESTORS LLC
2. Issuer Name and Ticker or Trading Symbol
Veritiv Corp [ VRTV]
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)
09/25/2018
(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
Common Stock, par value $0.01 per share 09/25/2018 S 1,500,000 ( 1 ) D $ 41.4 ( 1 ) 2,783,840 I See footnotes ( 2 ) ( 3 ) ( 4 )
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
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL PARTNERS VII LP
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL FUND VII LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL FUND VII LP
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL VII COINVESTMENT FUND LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL VII COINVESTMENT FUND LP
200 CLARENDON STREET
BOSTON, MA02116
X
UWW Holdings, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Associates III, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Associates III
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Associates III-B, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
See signatures included in Exhibit 99.1 09/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated September 20, 2018, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares to the underwriter is $41.40 per share.
( 2 )Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").
( 3 )Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)
( 4 )(Continued from footnote 3) As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.

Remarks:
This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the same holdings described above. Part 1 of 2.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.