Page 3 of 5 – SEC Filing
| CUSIP No. 923454 102 | Schedule 13D | Page 3 of 5 |
Amendment No. 2 to Schedule 13D
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on
July 3, 2014 and as amended on November 23, 2016 (as amended, the Schedule 13D). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined
herein has the meaning ascribed to such term in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The class of equity security to which this Statement on Schedule 13D (Statement) relates is the voting common stock, par value $0.01 per share
(the Common Stock), of Veritiv Corporation, a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 1000 Abernathy Road Northeast, Building 400, Suite 1700, Atlanta, Georgia 30328.
All ownership percentages of the securities reported in this Schedule 13D are based upon 15,687,532 shares of Common Stock outstanding as of March 9, 2017, as reported on the Issuers Annual Report on Form
10-K as filed with the SEC on March 14, 2017.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) As the date hereof, the Reporting Person holds sole voting and dispositive power over 4,283,840 shares, or approximately 27.3%, of Common Stock.
Voting and dispositive power with respect to the shares of Common Stock held by the Reporting Person is exercised through a three-member board of managers
acting by majority vote. Fund VII and Coinvestment VII have the right to appoint two of the three members of the board of managers of the Reporting Person. In addition, Fund VII LLC, Coinvest VII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, BCIP T III-B LLC and J5 (the Bain Capital Funds) collectively hold common equity interests of the Reporting Person.
BCI is the general partner of BCP VII, which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston
Coinvestors, LLC is the managing partner of BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates III and BCIP Associates III-B, which is the manager
of BCIP T III LLC, BCIP T III-B LLC, BCIP III LLC and BCIP III-B LLC, respectively. The investment strategy and decision-making process with respect to investments held
by the Bain Capital Funds is directed by BCIs Global Private Equity Board.
(c) Except for the transactions described in this Statement, including
those described in Item 6 below, there have been no transactions in Common Shares that were effected during the past sixty days by the Reporting Person. To the knowledge of the Reporting Person, no other person or entity referred to in Item 2
(including those listed on Schedule A hereto) has effected any transaction in Common Stock in the past sixty days.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and
supplemented as follows:
Underwriting Agreement and Lock-up Agreement
Pursuant to an Underwriting Agreement (the Underwriting Agreement), dated as of March 16, 2017 by and among the Issuer, UWWH and Morgan
Stanley & Co. LLC (the Underwriter), UWWH agreed to sell to the Underwriter in an underwritten public offering an aggregate of 1,800,000 shares of Common Stock (the Public Offering). The sale of the Common Stock to
the Underwriter closed on March 22, 2017.
In connection with the Public Offering, UWWH and directors and executive officers of the Issuer entered
into a lock-up agreement (the Lock-up Agreement) with the Underwriter. Under the Lock-up Agreement, each party to the
Lock-up Agreement agreed, subject to certain exceptions, not to sell or transfer any Common Stock or securities convertible into, exchangeable for, exercisable for, or repayable with Common Stock, for 60 days
after March 16, 2017 without first obtaining the written consent of the Underwriter.
