Sec Form 4 Filing - WB Atlas LLC @ Acushnet Holdings Corp. - 2016-11-02

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
WB Atlas LLC
2. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
10% Group
(Last) (First) (Middle)
6TH FL., SEOUL FINANCE CENTER, 136,, SEJONG-DAERO, JUNG-GU
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2016
(Street)
SEOUL, M504520
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 11/02/2016 C 4,149,711 A 4,149,717 I See Footnotes ( 1 ) ( 2 )
Common Stock 11/02/2016 C 2,074,851 A 6,224,568 I See Footnotes ( 1 ) ( 2 )
Common Stock 11/02/2016 S 4,029,099 D $ 17 2,195,469 I See Footnotes ( 1 ) ( 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
7.5% Convertible Notes due 2021 ( 2 ) ( 2 ) 11/02/2016 C 4,149,711 ( 2 ) ( 2 ) Common Stock 4,149,711 ( 2 ) 0 I See Footnote ( 2 )
Series A Preferred Stock ( 2 ) ( 2 ) 11/02/2016 C 2,074,851 ( 2 ) ( 2 ) Common Stock 2,074,851 ( 2 ) 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WB Atlas LLC
6TH FL., SEOUL FINANCE CENTER, 136,
SEJONG-DAERO, JUNG-GU
SEOUL, M504520
10% Group
Signatures
/s/ Heidi Steele, as Attorney-in-Fact 11/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Voting and investment decisions over the shares of common stock of Acushnet owned by WB Atlas LLC are made by the investment committees of Woori-Blackstone Korea Opportunity Private Equity Fund 1, which is jointly managed by Woori Private Equity Co., Ltd. and Blackstone Korea Advisors Limited as general partners. Such committees disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 2 )Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and the Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into shares of common stock of Acushnet on November 2, 2016. The Convertible Notes converted into an amount of shares of common stock derived by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock converted on a one share of Convertible Preferred Stock for nine shares of common stock basis.
( 3 )WB Atlas LLC has entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on November 2, 2016 by and among Odin 3, LLC, Odin 4, LLC, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund 1 may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet.
( 4 )The amount of Acushnet's securities held by Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas LLC as reported in this Form 4 does not include the holdings of the other parties to the Group. Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas LLC disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.

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