YETI Holdings, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 tm216931d2_sc13ga.htm SCHEDULE 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

YETI Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

98585X 104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule
13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 98585X 104 — 1.	Names of Reporting Persons Cortec Group GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 977,517
6.	Shared Voting Power 0
7.	Sole Dispositive Power 977,517
8.	Shared Dispositive Power 22,483

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 1
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.15% 2
12.	Type of Reporting Person (See Instructions) OO

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1 Includes (i) 977,517 shares of Common Stock, par value $0.01 per share (“Common Stock”) held by Cortec Group Fund V, L.P and (ii) 22,483 shares of Common Stock held by Cortec Co-Investment Fund V, LLC.

2 Calculated based on the 87,082,276 shares of Common Stock outstanding as of October 30, 2020, as reported in the YETI Holdings, Inc. Quarterly Report on Form 10-Q for the period ended September 26, 2020.

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CUSIP No. 98585X 104 — 1.	Names of Reporting Persons Cortec Management V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 977,517
6.	Shared Voting Power 0
7.	Sole Dispositive Power 977,517
8.	Shared Dispositive Power 22,483

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.15%
12.	Type of Reporting Person (See Instructions) OO

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Field: Split-Segment; Name: 02

CUSIP No. 98585X 104

1.	Names of Reporting Persons Cortec Group Fund V, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 977,517
6.	Shared Voting Power 0
7.	Sole Dispositive Power 977,517
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 977,517
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.15%
12.	Type of Reporting Person (See Instructions) PN

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CUSIP No. 98585X 104

1.	Names of Reporting Persons Cortec Co-Investment Fund V, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 22,483
6.	Shared Voting Power 0
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 22,483

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,483
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 98585X 104

1.	Names of Reporting Persons Cortec Management V (Co-Invest), LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6.	Shared Voting Power 0
7.	Sole Dispositive Power 0
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0 %
12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 98585X 104 — 1.	Names of Reporting Persons Cortec Group Fund V (Parallel), L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

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Item 1.
(a)	Name of Issuer YETI Holdings, Inc. (the “Issuer”)
(b)	Address of Issuer’s Principal Executive Offices 7601 Southwest Parkway, Austin, Texas 78735
Item 2.
(a)	Name of Person Filing
(b)	Address of Principal Business Office or, if none, Residence
(c)	Citizenship (i) Cortec Group GP, LLC c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Cayman Islands limited liability company (ii) Cortec Management V, LLC c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Delaware limited liability company (iii) Cortec Group Fund V,
L.P. c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Delaware limited partnership (iv) Cortec Co-Investment Fund
V, LLC c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Delaware limited liability company (v) Cortec Management V (Co-Invest),
LLC c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Delaware limited liability company (vi) Cortec Group Fund V (Parallel),
L.P. c/o Cortec Group Inc., 140 East 45th Street, 43rd Floor, New York, NY 10017 Citizenship: Delaware limited partnership The foregoing persons are collectively referred to herein as
the “Reporting Persons.”
(d)	Title of Class of Securities Common Stock, par value $0.01 per share
(e)	CUSIP Number 98585X 104

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| Item 3. — Item 4. | If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. — Ownership | | |
| --- | --- | --- | --- |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | | | |
| | (a) | Amount beneficially owned: | |
| | (b) | Percent of class: | |
| | (c) | Number of shares as to which the person has: | |
| | | (i) | Sole power to vote or to direct the vote |
| | | (ii) | Shared power to vote or to direct the vote |
| | | (iii) | Sole power to dispose or to direct the disposition of |
| | | (iv) | Shared power to dispose or to direct the disposition of |
| | | | As of December 31, 2020, each of the Reporting Persons’ beneficial ownership was as follows: See table above. |

Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. Cortec Group GP, LLC is the manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The manner in which the investments of Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Group GP, LLC, as manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The managers of Cortec Group GP, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, Michael E. Najjar, Jeffrey R. Shannon and Jonathan A. Stein. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC.

Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The manner in which the investments of Cortec Group Fund V (Parallel), L.P. are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Management V (Co-Invest), LLC. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, R. Scott Schafler and Michael E. Najjar. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V (Parallel), L.P.

Cortec Management V, LLC, as managing general partner of Cortec Group Fund V, L.P., may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. and Cortec Co-Investment Fund V, LLC. Cortec Group GP, LLC, as manager of Cortec Management V, LLC, may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. Each of the managers of Cortec Group GP, LLC and Cortec Management V (Co-Invest), LLC disclaims beneficial ownership of the shares of common stock beneficially owned by such entity.

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| Item 5. |
| --- |
| If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following x . |

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See Exhibit I.
Item 8.	Identification and Classification of Members of the Group
See Exhibit II.
Item 9.	Notice of Dissolution of Group
See Exhibit II.
Item 10.	Certification
Not applicable.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021	CORTEC GROUP GP, LLC
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC MANAGEMENT V, LLC
	By: By:	CORTEC GROUP GP, LLC, its manager /s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC GROUP FUND V, L.P.
	By:	CORTEC MANAGEMENT V, LLC, its general partner
	By:	CORTEC GROUP GP, LLC, its manager
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC CO-INVESTMENT FUND V, LLC
	By: By:	CORTEC GROUP GP, LLC, its manager /s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC MANAGEMENT V (CO-INVEST), LLC
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC GROUP FUND V (PARALLEL), L.P.
	By:	CORTEC MANAGEMENT V (CO-INVEST), LLC, its general partner
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member

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EXHIBIT INDEX

Exhibit I ─ Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Exhibit II ─ Notice of Dissolution of Group

Exhibit III ─ Joint Filing Agreement

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EXHIBIT I

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Includes (i) 977,517 shares of common stock held by Cortec Group Fund V, L.P and (ii) 22,483 shares of common stock held by Cortec Co-Investment Fund V, LLC.

Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. Cortec Group GP, LLC is the manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The manner in which the investments of Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Group GP, LLC, as manager of Cortec Management V, LLC and Cortec Co-Investment Fund V, LLC. The managers of Cortec Group GP, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, Michael E. Najjar, Jeffrey R. Shannon and Jonathan A. Stein. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V, L.P. and Cortec Co-Investment Fund V, LLC.

Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The manner in which the investments of Cortec Group Fund V (Parallel), L.P. are held, including shares of common stock, and any decisions concerning their ultimate voting and disposition, are subject to the control of Cortec Management V (Co-Invest), LLC. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz, R. Scott Schafler and Michael E. Najjar. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirect voting or dispositive power with respect to such shares of common stock held by Cortec Group Fund V (Parallel), L.P.

Cortec Management V, LLC, as managing general partner of Cortec Group Fund V, L.P., may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. and Cortec Co-Investment Fund V, LLC. Cortec Group GP, LLC, as manager of Cortec Management V, LLC, may also be deemed to have beneficial ownership over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. A vote of such managers holding at least 66 2/3% of Cortec Group GP, LLC is required to approve actions on behalf of Cortec Group GP, LLC with respect to shares of common stock held by Cortec Group Fund V, L.P. As a result, none of the managers of Cortec Group GP, LLC has direct or indirect voting or dispositive power with respect to shares of common stock held by Cortec Group Fund V (Parallel), L.P. Each of the managers of Cortec Group GP, LLC and Cortec Management V (Co-Invest), LLC disclaims beneficial ownership of the shares of common stock beneficially owned by such entity.

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EXHIBIT II

Notice of Dissolution of Group

The Reporting Persons were previously party to a Voting Agreement, dated as of October 24, 2018 (the “Voting Agreement”), pursuant to which the Reporting Persons may have been deemed to be a member of a “group.” The Reporting Persons had previously filed a Schedule 13G jointly with Roy J. Seiders and his affiliated entities and Ryan R. Seiders and his affiliated entities on February 7, 2019 as they were all party to the Voting Agreement. As the Voting Agreement expired by its terms on November 12, 2019, the Reporting Persons are no longer deemed to be a member of a “group” and are no longer filing a Schedule 13G jointly with Roy J. Seiders and his affiliated entities or Ryan R. Seiders and his affiliated entities. Any further filings, if required, will be made separately by the Reporting Persons, Roy J. Seiders and his affiliated entities and Ryan R. Seiders and his affiliated entities. The filing of this Schedule 13G/A shall not be construed as an admission that the Reporting Persons are the beneficial owner of any securities covered by this Schedule 13G/A.

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EXHIBIT III

Joint Filing Agreement

This jOINT FILING Agreement is entered into as of February 16, 2021, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G/A with respect to the shares of Common Stock, par value $0.01 per share, of YETI Holdings, Inc. is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 16, 2021	CORTEC GROUP GP, LLC
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC MANAGEMENT V, LLC
	By: By:	CORTEC GROUP GP, LLC, its manager /s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC GROUP FUND V, L.P.
	By:	CORTEC MANAGEMENT V, LLC, its general partner
	By:	CORTEC GROUP GP, LLC, its manager
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC CO-INVESTMENT FUND V, LLC
	By: By:	CORTEC GROUP GP, LLC, its manager /s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC MANAGEMENT V (CO-INVEST), LLC
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member
Dated: February 16, 2021	CORTEC GROUP FUND V (PARALLEL), L.P.
	By:	CORTEC MANAGEMENT V (CO-INVEST), LLC, its general partner
	By:	/s/ David L. Schnadig
		Name: David L. Schnadig
		Title: Member

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