Sec Form 4 Filing - SEIFFER JONATHAN A @ SIGNET JEWELERS LTD - 2020-09-25

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
SEIFFER JONATHAN A
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)
09/25/2020
(Street)
LOS ANGELES, CA90025
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 Shares, par value $0.18 09/25/2020 A 729 ( 1 ) A $ 0 15,193 ( 2 ) D
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 ( 3 ) $ 81.7682 ( 4 ) ( 5 ) ( 6 ) Common Shares 7,739,107 7,739,107 ( 7 ) I See footnote ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEIFFER JONATHAN A
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA90025
X X
Signatures
/s/ Andrew Goldberg, as attorney-in-fact 09/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Common Stock of the Issuer ("Common Shares") granted to Mr. Jonathan A. Seiffer on September 25, 2020 in lieu of his quarterly board retainer fees that were temporarily reduced in response to the ongoing financial impact of the COVID-19 pandemic. Such Common Shares were issued in accordance with the Signet Jewelers Limited 2018 Omnibus Incentive Plan and were fully vested on the date of issuance. The Common Shares are held by Mr. Seiffer for the benefit of Leonard Green & Partners, L.P. ("LGP").
( 2 )Represents Common Shares owned by Mr. Seiffer and held for the benefit of LGP, and includes 5,952 restricted stock units, which are subject to certain vesting and forfeiture provisions.
( 3 )Series A Convertible Preference Shares, par value $0.01 per share ("Series A Preference Shares").
( 4 )The Series A Preference Shares have a stated value of $1,012.50 and are convertible into Common Shares of the issuer at a current conversion price of $81.7682 per share at a conversion rate of 12.2297 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.
( 5 )Immediately.
( 6 )The Series A Preference Shares do not have an expiration date.
( 7 )Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B") are the direct owners of the shares reported herein. Of the shares reported on this row, GEI VI is the direct owner of 387,522 Series A Preference Shares which are convertible into 4,798,519 Common Shares, GEI Side VI is the direct owner of 230,963 Series A Preference Shares which are convertible into 2,859,916 Common Shares, Associates VI-A is the direct owner of 470 Series A Preference Shares which are convertible into 5,820 Common Shares, and Associates VI-B is the direct owner of 6,045 Series A Preference Shares which are convertible into 74,852 Common Shares.
( 8 )Mr. Seiffer 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 the shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Seiffer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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