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Acushnet Holdings Corp. Director's Dealing 2016

Nov 5, 2016

31095_dirs_2016-11-04_b0be2896-84fa-476b-84e1-4910d75ac1c2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Acushnet Holdings Corp. (GOLF)
CIK: 0001672013
Period of Report: 2016-11-02

Reporting Person: Mirae Asset Partners Private Equity Fund VII (10% Group)
Reporting Person: Odin 4, LLC (10% Group)
Reporting Person: Odin 3, LLC (10% Group)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-11-02 Common Stock C 17258895 Acquired 17258915 Indirect
2016-11-02 Common Stock C 8727129 Acquired 25986044 Indirect
2016-11-02 Common Stock S 16820502 $17.00 Disposed 9165542 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-11-02 7.5% Convertible Notes due 2021 $ C 17258895 Disposed Common Stock (17258895) Indirect
2016-11-02 Series A redeemable convertible preferred stock $ C 8727129 Disposed Common Stock (8727129) Indirect

Footnotes

F1: Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by Odin 3, LLC and Odin 4, LLC (the "Mirae Funds"), both of which are Korean limited liability companies that are wholly owned by Mirae Asset Partners Private Equity Fund VII. The general partners of Mirae Asset Partners Private Equity Fund VII are Mirae Asset Global Investments Co. Ltd. and Mirae Asset Securities Co. Ltd. Voting and investment decisions over the shares of common stock of Acushnet owned by the Mirae Funds are made by an investment committee of Mirae Asset Global Investments Co. Ltd. comprised of six members. Each of the members of the committee may be deemed to share voting and investment power with respect to the shares of common stock of Acushnet owned by the Mirae Funds. Such members disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F2: Both the 7.5% convertible notes due 2021 (the "Convertible Notes") and the Series A redeemable convertible preferred stock (the "Convertible Preferred Stock") automatically converted into shares of common stock of Acushnet on November 2, 2016. The Convertible Notes converted into an amount of shares of common stock derived by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock converted on a one share of Convertible Preferred Stock for nine shares of common stock basis.

F3: The Mirae Funds entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on November 2, 2016 by and among the Mirae Funds, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, the Mirae Funds, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund 1 may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet.

F4: The amount of Acushnet's securities held by the Mirae Funds and Mirae Asset Partners Private Equity Fund VII as reported in this Form 4 does not include the holdings of the other parties to the Group. The Mirae Funds and Mirae Asset Partners Private Equity Fund VII disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group.