Sec Form 3 Filing - BAIN CAPITAL INVESTORS LLC @ Diversey Holdings, Ltd. - 2021-03-25

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 BAIN CAPITAL INVESTORS LLC 2. Issuer Name and Ticker or Trading Symbol Diversey Holdings, Ltd. [ DSEY] 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) 03/25/2021 (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, $0.0001 par value 236,350,134 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 XI, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Fund XI, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCPE Diamond Cayman Holding Ltd 200 CLARENDON STREET BOSTON, MA02116 X BCIP Associates IV, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCIP Associates IV-B, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCIP Trust Associates IV, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCIP Trust Associates IV-B, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BAIN CAPITAL EUROPE FUND IV, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Partners Europe IV, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Signatures See signatures included in Exhibit 99.1 03/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 141,540,369 ordinary shares held by Bain Capital Fund XI, LP ("Fund XI"), 63,029,288 ordinary shares held by BCPE Diamond Cayman Holding Limited ("BCPE Diamond"), 28,535,109 ordinary shares held by BCIP Associates IV, LP ("BCIP IV"), 2,240,267 ordinary shares held by BCIP Associates IV-B, LP ("BCIP IV-B"), 922,939 ordinary shares held by BCIP Trust Associates IV, LP ("BCIP T IV") and 82,162 ordinary shares held by BCIP Trust Associates IV-B, LP ("BCIP T IV-B") and, together with Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B and BCIP T IV, collectively the "Bain Capital Entities"). ( 2 )Bain Capital Partners XI, LP ("GP XI") is the general partner of Fund XI. As a result, GP XI may be deemed to share voting and dispositive power with respect to shares held by Fund XI. GP XI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 3 )Bain Capital Partners Europe IV, LP ("GP IV") is the general partner of Bain Capital Europe Fund IV, LP ("Europe IV"), which is the sole shareholder of BCPE Diamond. As a result, GP IV and Europe IV and may be deemed to share voting and dispositive power with respect to the shares held by BCPE Diamond. Each of GP IV and Europe IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 4 )Boylston Coinvestors, LLC is the general partner of each of BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B, respectively. ( 5 )Bain Capital Investors, LLC ("BCI") is the general partner of GP XI and GP IV and governs the investment strategy and decision-making process with respect to investments held by BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks: Exhibit 99.1 - Joint Filer Information

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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