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Sec Form 4 Filing - Green Equity Investors VI L.P. @ SIGNET JEWELERS LTD - 2021-03-25

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
03/25/2021
(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 03/25/2021 A 235 ( 1 ) A $ 0 30,263 ( 2 ) I See footnote. ( 2 )
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 4,980,696 387,522 ( 7 ) ( 8 ) ( 9 ) ( 10 ) D
Series A Convertible Preference Shares ( 3 ) $ 81.7682 ( 4 ) ( 5 ) ( 6 ) Common Shares 2,968,493 230,963 ( 8 ) ( 9 ) ( 11 ) ( 12 ) D
Series A Convertible Preference Shares ( 3 ) $ 81.7682 ( 4 ) ( 5 ) ( 6 ) Common Shares 6,040 470 ( 8 ) ( 9 ) ( 13 ) ( 14 ) D
Series A Convertible Preference Shares ( 3 ) $ 81.7682 ( 4 ) ( 5 ) ( 6 ) Common Shares 77,694 6,045 ( 8 ) ( 9 ) ( 15 ) ( 16 ) 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 Goldberg, as attorney-in-fact 03/29/2021
** 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 in lieu of his quarterly board retainer fees that were temporarily reduced in response to the 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 for the benefit of Leonard, Green & Partners, L.P. ("LGP").
( 2 )Of the 30,263 Common Shares reported, 15,900 are owned by Mr. Seiffer and held for the benefit of LGP (and includes includes 5,952 restricted stock units which are subject to certain vesting and forfeiture provisions), and 14,363 are owned by Mr. Jonathan D. Sokoloff, a partner of LGP, and held for the benefit of LGP.
( 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 $1,050.94 per share and are convertible into Common Shares of the issuer at a current conversion price of $81.7682 per share at a conversion ratio of 12.2297 Common Shares per Series A Preference Share. The conversion ratio 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 )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 4,980,696 Common Shares.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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 2,968,493 Common Shares.
( 12 )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.
( 13 )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 6,040 Common Shares.
( 14 )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.
( 15 )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 77,694 Common Shares.
( 16 )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 A. Seiffer 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. Seiffer 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.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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