Sec Form 4 Filing - Omaha Aggregator (Cayman) L.P. @ Gates Industrial Corp plc - 2019-08-22

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
Omaha Aggregator (Cayman) L.P.
2. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES]
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)
C/O THE BLACKSTONE GROUP INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2019
(Street)
NEW YORK, NY10154
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 08/22/2019 P 100,000 A $ 8.66 ( 12 ) 893,708 I See Footnotes ( 2 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 08/23/2019 P 60,000 A $ 8.4 ( 13 ) 953,708 I See Footnotes ( 2 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 08/26/2019 P 49,000 A $ 8.1 ( 14 ) 1,002,708 I See Footnotes ( 2 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 112,216,476 ( 1 ) I See Footnotes ( 3 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 108,509,467 ( 1 ) I See Footnotes ( 4 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 371,540 ( 1 ) I See Footnotes ( 5 ) ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
Ordinary Shares 22,887,900 ( 1 ) I See Footnotes ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )
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
Omaha Aggregator (Cayman) L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Family Investment Partnership (Cayman) VI-ESC L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK10154
X
Blackstone Capital Partners (Cayman) VI L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BTO Omaha Holdings L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates (Cayman) VI L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BCP VI GP L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone LR Associates (Cayman) VI Ltd.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BTO Omaha Manager L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Tactical Opportunities Management Associates (Cayman) L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone GTS Co-Invest L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
OMAHA AGGREGATOR (CAYMAN) L.P., By: Blackstone Management Associates (Cayman) VI L.P., its general partner, By: BCP VI GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE CAPITAL PARTNERS (CAYMAN) VI L.P., By: Blackstone Management Associates (Cayman) VI L.P., its general partner, By: BCP VI GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE GTS CO-INVEST L.P., By: Blackstone Management Associates (Cayman) VI L.P., its general partner, By: BCP VI GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) VI-ESC L.P., By: BCP VI GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BTO OMAHA HOLDINGS L.P., By: BTO Omaha Manager L.L.C., its general partner, By: Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its managing member, By: BTO GP L.L.C., a general partner By: /s/ John G. Finley, Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) VI L.P., By: BCP VI GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporti ng Person Date
BCP VI GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE LR ASSOCIATES (CAYMAN) VI LTD., By: Blackstone Capital Holdings Director L.L.C., its director, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BTO OMAHA MANAGER L.L.C., By: Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its managing member, By: BTO GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
BLACKSTONE TACTICAL OPPORTUNITIES MANAGEMENT ASSOCIATES (CAYMAN) L.P., By: BTO GP L.L.C., a general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 08/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Ordinary Shares may be evidenced by Depositary Receipts.
( 2 )Reflects securities held directly by Omaha Aggregator (Cayman) L.P.
( 3 )Reflects securities held directly by Blackstone Capital Partners (Cayman) VI L.P.
( 4 )Reflects securities held directly by Blackstone GTS Co-Invest L.P.
( 5 )Reflects securities held directly by Blackstone Family Investment Partnership (Cayman) VI-ESC L.P.
( 6 )The general partner of each of Omaha Aggregator (Cayman) L.P., Blackstone Capital Partners (Cayman) VI L.P. and Blackstone GTS Co-Invest L.P. is Blackstone Management Associates (Cayman) VI L.P. The general partners of each of Blackstone Management Associates (Cayman) VI L.P. and Blackstone Family Investment Partnership (Cayman) VI-ESC L.P. are BCP VI GP L.L.C. and Blackstone LR Associates (Cayman) VI Ltd.
( 7 )Reflects securities held directly by BTO Omaha Holdings L.P. The general partner of BTO Omaha Holdings L.P. is BTO Omaha Manager L.L.C. The managing member of BTO Omaha Manager L.L.C. is Blackstone Tactical Opportunities Management Associates (Cayman) L.P. The general partners of Blackstone Tactical Opportunities Management Associates (Cayman) L.P. are BTO GP L.L.C. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.
( 8 )Blackstone Holdings III L.P. is the sole member of each of BCP VI GP L.L.C. and BTO GP L.L.C. and the controlling shareholder of each of Blackstone LR Associates (Cayman) VI Ltd. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. The sole holder of Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 9 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
( 10 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 11 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 12 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.40 to $8.755, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price in the ranges set forth in footnotes 12 through 14 to this Form 4.
( 13 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.33 to $8.57, inclusive.
( 14 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.43, inclusive.

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