Sec Form 3 Filing - ABRY Partners VII, L.P. @ KORE Group Holdings, Inc. - 2021-09-30

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
ABRY Partners VII, L.P.
2. Issuer Name and Ticker or Trading Symbol
KORE Group Holdings, Inc. [ KORE]
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 ABRY PARTNERS, LLC, 888, BOYLSTON STREET, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2021
(Street)
BOSTON, MA02199
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 24,252,912 ( 1 ) 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
ABRY Partners VII, L.P.
C/O ABRY PARTNERS, LLC, 888
BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
ABRY PARTNERS II, LLC
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
ABRY Partners VII Co-Investment Fund, L.P.
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600`
BOSTON, MA02199
X
ABRY INVESTMENT PARTNERSHIP, L.P.
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
ABRY Senior Equity IV, L.P.
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
ABRY Senior Equity Co-Investment Fund IV, L.P.
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
YUDKOFF ROYCE
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
KOENIG PEGGY
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
Grossman Jay M.
C/O ABRY PARTNERS, LLC
888 BOYLSTON STREET, SUITE 1600
BOSTON, MA02199
X
Signatures
ABRY PARTNERS VII, L.P., /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ABRY PARTNERS VII CO-INVESTMENT FUND, L.P., /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ABRY INVESTMENT PARTNERSHIP, L.P., /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ABRY SENIOR EQUITY IV, L.P, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ABRY SENIOR EQUITY CO-INVESTMENT FUND IV, L.P, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 09/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )21,500,782 of the shares reported herein are owned directly by ABRY Partners VII, L.P. 1,240,202 of the shares reported herein are owned directly by ABRY Partners VII Co-Investment Fund, L.P. 24,316 of the shares reported herein are owned directly by ABRY Investment Partnership, L.P. 1,288,506 of the shares reported herein are owned directly by ABRY Senior Equity IV, L.P. 199,106 of the shares reported herein are owned directly by ABRY Senior Equity Co-Investment Fund IV, L.P.
( 2 )ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., ABRY Investment Partnership, L.P., ABRY Senior Equity IV, L.P. and ABRY Senior Equity Co-Investment Fund IV, L.P. (collectively the "ABRY Funds") are managed and/or controlled by ABRY Partners, LLC ("ABRY I") and ABRY Partners II, LLC ("ABRY II") and/or their respective affiliates. (continued in footnote 3)
( 3 )(continued from footnote 3) ABRY I and ABRY II are investment advisors registered with the SEC. Royce Yudkoff, as managing member of ABRY I and sole member of certain of its affiliates, has the right to exercise investment and voting power on behalf of ABRY Investment Partnership, L.P. Peggy Koenig and Jay Grossman, as equal members of ABRY II and of certain of its affiliates, have the right to exercise investment and voting power on behalf of the ABRY Funds.
( 4 )Each of ABRY I, ABRY II, Royce Yudkoff, Peggy Koenig and Jay Grossman disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, and the inclusion of the shares reported herein in any Section 16 report by such Reporting Persons shall not be deemed to be an admission of beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. 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.

Remarks:
Exhibit 24 - Power of Attorney

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