FORM
4 |
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 or Section 30(h) of the Investment Company Act of
1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
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1. Name and Address of Reporting Person
*
11601 WILSHIRE BLVD. |
SUITE 1200 |
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Nexeo Solutions, Inc.
[
NXEO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2017
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
1.
Title of Security (Instr.
3)
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2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock
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09/08/2017 |
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P |
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37,682
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A
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$
7.0834
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139,321
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I
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See Footnotes
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Common Stock
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09/11/2017 |
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P |
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5,318
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A
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$
7.1315
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144,639
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I
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See Footnotes
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Common Stock
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182,067
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I
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See Footnotes
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Common Stock
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148,987
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I
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See Footnotes
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Common Stock
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1,775,556
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I
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See Footnotes
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Common Stock
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190,779
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I
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See Footnotes
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Common Stock
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816,923
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I
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See Footnotes
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Common Stock
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1,481,699
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I
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See Footnotes
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Common Stock
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20,123,426
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I
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See Footnotes
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Nexeo Solutions, Inc. (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. |
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FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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FPA SELECT FUND II, L.P., By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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STEVEN T. ROMICK, Name: /s/ Steven T. Romick |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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BRIAN A. SELMO, Name: /s/ Brian A. Selmo |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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MARK LANDECKER, Name: /s/ Mark Landecker |
09/12/2017 |
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** Signature of Reporting Person |
Date |
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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Form 4 Joint Filer Information
Name: FPA Select Fund II, L.P.
Address: 11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
Date of Event Requiring Statement: 09/08/17
Name: J. Richard Atwood
Address: 11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
Date of Event Requiring Statement: 09/08/17
Name: Steven T. Romick
Address: 11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
Date of Event Requiring Statement: 09/08/17
Name: Brian A. Selmo
Address: 11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
Date of Event Requiring Statement: 09/08/17
Name: Mark Landecker
Address: 11601 Wilshire Blvd.
Suite 1200
Los Angeles, CA 90025
Date of Event Requiring Statement: 09/08/17