Form 4 Presidio, Inc. For: Feb 12 Filed by: Apollo Management GP, LLC
| 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||||||
1. Name and Address of Reporting Person
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(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Presidio, Inc. [ PSDO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check
Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $0.01 per share | 02/12/2019 | S | 4,000,000 | D | $ 15.11 | 40,050,000 | I | See footnote (1) | ||
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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| [see signatures attached as Exhibit 99.2] | 02/14/2019 | |
| ** 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. | ||
(1) The shares of common stock, par value $0.01, of Presidio, Inc. (the “Issuer”) reported as beneficially owned are held of record by AP VIII Aegis Holdings, L.P. (“Aegis LP”).
AP VIII Aegis Holdings GP, LLC (“Aegis GP”) is the general partner of Aegis LP. Apollo Investment Fund VIII, L.P. (“Apollo VIII”) is one of the members of Aegis GP and as such has the right to direct the manager of Aegis GP in its management of Aegis GP. Apollo Management VIII, L.P. (“Management VIII”) serves as the non-member manager of Aegis GP and as the investment manager of Apollo VIII. AIF VIII Management LLC (“AIF VIII LLC”) serves as the general partner of Management VIII. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VIII LLC and Apollo Management GP, LLC (“Apollo Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Apollo Management GP and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are executive officers and the managers of Management Holdings GP. Aegis LP, Aegis GP, Apollo VIII, Management VIII, AIF VIII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP are collectively hereinafter referred to as the “Reporting Persons.”
Each of the Reporting Persons, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of the common stock of the Issuer included in this report, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The address of each of Aegis LP, Aegis GP, Management VIII, AIF VIII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of Apollo VIII is One Manhattanville Road, Suite 201, Purchase, New York 10577.
This Statement on Form 4 is filed by: (i) AP VIII Aegis Holdings, L.P., (ii) AP VIII Aegis Holdings GP, LLC, (iii) Apollo Investment Fund VIII, L.P., (iv) Apollo Management VIII, L.P., (v) AIF VIII Management LLC, (vi) Apollo Management, L.P., (vii) Apollo Management GP, LLC, (viii) Apollo Management Holdings, L.P., and (ix) Apollo Management Holdings GP, LLC
Name of Designated Filer: Apollo Management Holdings GP, LLC
Date of Event Requiring Statement: February 12, 2019
Issuer Name and Ticker or Trading Symbol: Presidio, Inc. [PSDO]
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AP VIII AEGIS HOLDINGS, L.P. | |||||
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By: |
AP VIII Aegis Holdings GP, LLC | ||||
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its general partner | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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AP VIII AEGIS HOLDINGS GP, LLC | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Name: |
Laurie D. Medley | ||||
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Title: |
Vice President | ||||
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APOLLO INVESTMENT FUND VIII, L.P. | |||||
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By: |
Apollo Advisors VIII, L.P. | ||||
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its general partner | ||||
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By: |
Apollo Capital Management VIII, LLC | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT VIII, L.P. | |||||
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By: |
AIF VIII Management, LLC | ||||
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its general partner | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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AIF VIII MANAGEMENT, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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APOLLO MANAGEMENT, L.P. | ||
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By: |
Apollo Management GP, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO MANAGEMENT GP, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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By: |
Apollo Management Holdings GP, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |