Sec Form 3 Filing - Green Equity Investors VI, L.P. @ SIGNET JEWELERS LTD - 2019-05-14

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 Green Equity Investors VI, L.P. 2. Issuer Name and Ticker or Trading Symbol SIGNET JEWELERS LTD [ SIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2019 (Street) LOS ANGELES, CA90025 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 Shares, par value $0.18 6,062 I See footnote. ( 1 )

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 Series A Convertible Preference Shares ( 2 ) $ 86.5853 ( 9 ) ( 3 ) ( 4 ) Common Shares 4,4 75,608 ( 5 ) ( 6 ) ( 7 ) ( 8 ) D Series A Convertible Preference Shares ( 2 ) $ 86.5853 ( 9 ) ( 3 ) ( 4 ) Common Shares 2,667,461 ( 6 ) ( 7 ) ( 10 ) ( 11 ) D Series A Convertible Preference Shares ( 2 ) $ 86.5853 ( 9 ) ( 3 ) ( 4 ) Common Shares 5,428 ( 6 ) ( 7 ) ( 12 ) ( 13 ) D Series A Convertible Preference Shares ( 2 ) $ 86.5853 ( 9 ) ( 3 ) ( 4 ) Common Shares 69,816 ( 6 ) ( 7 ) ( 14 ) ( 15 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Equity Investors VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X GEI Capital VI, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Green VI Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X Leonard Green & Partners, L.P. 11111 SANTA MONICA BLVD STE 2000 LOS ANGELES, CA90025 X X LGP Associates VI-A LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA90025 X X LGP Associates VI-B LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA90025 X X LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X X PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD LOS ANGELES,, CA90025 X X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 06/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock of the Issuer ("Common Shares") reported on this row were awarded to Mr. Jonathan D. Sokoloff as compensation for his service on the Issuer's board of directors and are held by Mr. Sokoloff for the benefit of Leonard Green & Partners, L.P. ("LGP"). ( 2 )Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Preference Shares"). ( 3 )Immediately. ( 4 )The Series A Preference Shares do not have an expiration date. ( 5 )Represents Series A Preference Shares, as converted, owned by Green Equity Investors VI, L.P. ("GEI VI"). GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,475,608 Common Shares. ( 6 )GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. LGP is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. ( 7 )Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Series A Preference Shares and underlying Common Shares held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B (collectively, the "Equity Interests") and, therefore, a "ten percent holder" hereunder. ( 8 )Each of GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 9 )The Series A Preference Shares were acquired for $1,000.00 per share and are convertible into Common Shares of the issuer at a current conversion price of $86.5853 per share at a conversion rate of 11.5493 Common Shares per Series A Preference Share. The conversion rate is subject to certain anti-dilution and other adjustments and is subject to change. Since the acquisition of the Series A Preference Shares, the conversion rate has been adjusted as a result of these anti-dilution adjustments. ( 10 )Represents Series A Preference Shares, as converted, owned by GEI Side VI. GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,667,461 Common Shares. ( 11 )Each of GEI VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to GEI Side VI, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 12 )Represents Series A Preference Shares, as converted, owned by Associates VI-A. Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 5,428 Common Shares. ( 13 )Each of GEI VI, GEI Side VI, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-A, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 14 )Represents Series A Preference Shares, as converted, owned by Associates VI-B. Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 69,816 Common Shares. ( 15 )Each of GEI VI, GEI Side VI, Associates VI-A, Peridot, LGP, LGPM, Capital, and Holdings disclaims beneficial ownership of the Equity Interests reported on this row, except to the extent of its pecuniary interest therein, and, with respect to Associates VI-B, except to the extent of its direct ownership reported herein, and this report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks: Mr. Jonathan D. Sokoloff is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Mr. Sokoloff may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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

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