Page 11 of 21 – SEC Filing
Item 1. Security and Issuer
This statement on Schedule 13D (Schedule 13D) relates to the shares of Common Stock (Shares) of YogaWorks, Inc. (the Issuer). The address of the principal executive office of the Issuer is 5780 Uplander Way, Culver City, California 90320.
Item 2. Identity and Background
This statement is being filed on behalf of: (i) Great Hill Investors, LLC, a Massachusetts limited liability company (GHI); (ii) Great Hill Equity Partners V, L.P., a Delaware limited partnership (GHEP V, LP and together with GHI, the Funds); (iii) Great Hill Partners GP V, L.P., a Delaware limited partnership (GHP V GP); (iv) GHP V, LLC, a Delaware limited liability company (GHP V LLC and together with GHP V GP and the Funds, the Great Hill Entities); (v) Christopher S. Gaffney (Gaffney); (vi) John G. Hayes (Hayes); (vii) Michael A. Kumin (Kumin); (viii) Mark D. Taber (Taber) and (ix) Matthew T. Vettel (Vettel and together with Gaffney, Hayes, Kumin and Taber, the Controlling Persons and together with the Great Hill Entities, the Reporting Persons). Each Controlling Person is a citizen of the United States.
Each Fund is an investment fund, principally engaged in the business of making private equity and other investments. GHP V GP is the general partner of GHEP V, LP. GHP V LLC is the managing member of GHP V GP. The Controlling Persons are the managers of GHI and GHP V LLC and the principal occupation of each Controlling Person is to act as the manager of GHP V LLC and GHI. The principal business office of the Reporting Persons is c/o Great Hill Partners, L.P., One Liberty Square, Boston, Massachusetts 02109.
During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Prior to the Issuers initial public offering (the IPO), GHI acquired 29,623 Shares and GHEP V, LP acquired 8,871,669 Shares. Additionally, as part of the IPO at $5.50 per share, GHI purchased 9,076 Shares for an aggregate purchase price of $49,918 and GHEP V, LP purchased 2,718,196 Shares for an aggregate purchase price of $14,950,078 pursuant to the provisions of the Underwriting Agreement among the Issuer and the several underwriters for the IPO. The funds for the acquisition of the foregoing securities were obtained from the general working capital of the Great Hill Entities.
Item 4. Purpose of Transaction
Lock-Up Agreements
The Funds each entered into a letter agreement with the representatives of the several underwriters for the IPO, on July 10, 2017 (collectively, the Lock-Up Agreements). Pursuant to such agreements, the Funds agreed, without the prior written consent of Cowen and Company, LLC, Stephens Inc. and Guggenheim Securities, LLC, and subject to limited exceptions, not to, directly or indirectly, for a period of 180 days after August 10, 2017: (i) offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of, or announce the intention to otherwise dispose of, any Shares (including, without limitation, Shares which may be deemed to be beneficially owned by the Funds in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the Beneficially Owned Shares)) or securities convertible into or exercisable or exchangeable for Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the Funds or with respect to which the Funds has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Shares or securities convertible into or exercisable or exchangeable for Shares.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Lock-Up Agreement filed as an exhibit to this Schedule 13D, and incorporated herein by reference.
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