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Form 3 Sovos Brands, Inc. For: Sep 23 Filed by: Roberts David Warshavsky

September 23, 2021 7:24 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Roberts David Warshavsky

(Last) (First) (Middle)
PRUDENTIAL TOWER, 800 BOYLSTON STREET
SUITE 3300

(Street)
BOSTON MA 02199-8069

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2021
3. Issuer Name and Ticker or Trading Symbol
Sovos Brands, Inc. [ SOVO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 66,638,748 (1)
I
See notes (1) (2) (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote (1).
2. See Exhibit 99.1 for text of footnote (2).
3. See Exhibit 99.1 for text of footnote (3).
Remarks:
Exhibit 99.1 (Footnotes to Form 3) is incorporated by reference.
/s/ David Warshavsky Roberts 09/23/2021
** 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

Footnotes to Form 3

(1)
Advent International Corporation (“Advent”) manages funds that collectively directly own 63,537,154 shares of Class A common stock of the Issuer, which are represented as follows: (i) 2,320,746 shares of Class A common stock held by Advent International GPE VIII Limited Partnership; (ii) 2,800,090 shares of Class A common stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii) 2,087,741 shares of Class A common stock held by Advent International GPE VIII-B-2 Limited Partnership; (iv) 3,260,015 shares of Class A common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 7,869,078 shares of Class A common stock held by Advent International GPE VIII-B Limited Partnership; (vi) 1,285,200 shares of Class A common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 1,099,040 shares of Class A common stock held by Advent International GPE VIII-D Limited Partnership; (viii) 325,668 shares of Class A common stock held by Advent International GPE VIII-F Limited Partnership; (ix) 2,885,576 shares of Class A common stock held by Advent International GPE VIII-H Limited Partnership; (x) 2,683,273 shares of Class A common stock held by Advent International GPE VIII-I Limited Partnership; (xi) 2,636,911 shares of Class A common stock held by Advent International GPE VIII-J Limited Partnership (the funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 5,443,642 shares of Class A common stock held by Advent International GPE VIII-A Limited Partnership; (xiii) 1,224,032 shares of Class A common stock held by Advent International GPE VIII-E Limited Partnership; (xiv) 2,076,096 shares of Class A common stock held by Advent International GPE VIII-G Limited Partnership; (xv) 1,113,064 shares of Class A common stock held by Advent International GPE VIII-K Limited Partnership; (xvi) 1,124,347 shares of Class A common stock held by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 91,818 shares of Class A common stock held by Advent Partners GPE VIII Limited Partnership; (xviii) 534,787 shares of Class A common stock held by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 114,407 shares of Class A common stock held by Advent Partners GPE VIII-A Limited Partnership; (xx) 71,247 shares of Class A common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership; (xxi) 939,691 shares of Class A common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent VIII Partners Funds”); and (xxii) 21,550,685 shares of Class A common stock held by Noosa Holdco, L.P. (“Noosa LP” and, together with the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds, the “Advent Funds”). The amount reported in column 2 includes an aggregate of 3,101,594 shares of common stock of the Issuer that the Advent Funds may be entitled to receive upon the forfeiture of shares of restricted common stock currently held by certain directors and employees of the Issuer pursuant to a pre-set formula set forth in the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, as amended.
 
(2)
Noosa LP is beneficially owned by the following funds: (a) Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership (the funds set forth in the foregoing clause (a), the “Advent VII Luxembourg Funds”); (b) Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (the funds set forth in the foregoing clause (b), the “Advent VII Cayman Funds”); and (c) Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership and Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the funds set forth in the foregoing clause (c), the “Advent VII Partners Funds” and, together with the Advent VII Luxembourg Funds and the Advent VII Cayman Funds, the “Advent VII Funds”). The Advent VII Funds have ownership interests in Noosa LP and its general partner, Noosa GP, Inc., but none of the Advent VII Funds has voting or dispositive power over any shares.


GPE VIII GP S.à.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.à.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership. GPE VII GP S.à.r.l. is the general partner of the Advent VII Luxembourg Funds. GPE VII GP Limited Partnership is the general partner of the Advent VII Cayman Funds. Advent International GPE VII, LLC is the manager of GPE VII GP S.à.r.l. and is the general partner of GPE VII GP Limited Partnership and each of the Advent VII Partners Funds.

Advent is the manager of Advent International GPE VIII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds, and is the manager of Advent International GPE VII, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent VII Luxembourg Funds, the Advent VII Cayman Funds, the Advent VII Partners Funds and Noosa LP.

(3)
The Reporting Person is a Principal of Advent and may have limited partner or other interests in one or more of the entities described herein. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.





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