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Acushnet Holdings Corp. — Director's Dealing 2016
Oct 29, 2016
31095_dirs_2016-10-28_0d51aae3-5eca-4282-9cb6-50846ccc84ad.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Acushnet Holdings Corp. (GOLF)
CIK: 0001672013
Period of Report: 2016-10-28
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)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 20 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| 7.5% convertible notes due 2021 | $ | Common Stock (17258895) | Indirect | ||
| Series A 7.5% redeemable convertible preferred stock | $ | 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: Represents 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A 7.5% redeemable convertible preferred stock (the "Convertible Preferred Stock") owned by the Mirae Funds. Both the Convertible Notes and Convertible Preferred Stock are currently convertible into shares of common stock of Acushnet and will automatically convert into shares of common stock of Acushnet prior to the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016. The Convertible Notes are convertible into a number of shares of common stock of Acushnet calculated by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock is convertible on a one share of Convertible Preferred Stock for nine shares of common stock basis.
F3: The Mirae Funds have entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on the closing of the initial public offering of Acushnet which is expected to occur 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, Woori-Blackstone Korea Opportunity Private Equity Fund 1 and Neoplux No. 1 Private Equity 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 3 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.