Filing Details

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CUSIP No. 45329R109

13D

1	Names of Reporting Persons Advent International Corporation
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 18,647,036 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 18,647,036 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,647,036 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 17.94% * (1)
14	Type of Reporting Person CO, IA

 

 

1	Names of Reporting Persons Advent International GPE VIII-C Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 318,642 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 318,642 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 318,642 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.31% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Double Eagle GP, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 18,328,394 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 18,328,394 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,328,394 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 17.63% * (1)
14	Type of Reporting Person OO

 

1	Names of Reporting Persons Advent International GPE VIII, LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 10,478,033 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 10,478,033 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,478,033 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 10.08% * (1)
14	Type of Reporting Person OO

 

1	Names of Reporting Persons GPE VIII GP S.a. r.l.
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 7,273,896 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 7,273,896 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,273,896 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 7.00% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons GPE VIII GP Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 2,765,802 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 2,765,802 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,765,802 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.66% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons AP GPE VIII GP Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 438,335 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 438,335 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 438,335 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.42% * (1)
14	Type of Reporting Person PN

 

 

1	Names of Reporting Persons GPE VII GP S.a. r.l.
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 5,158,997 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 5,158,997 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,158,997 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.96% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons GPE VII GP Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 2,752,619 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 2,752,619 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,752,619 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.65% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 590,664 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 590,664 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 590,664 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.57% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-B Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 1,956,521 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,956,521 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,956,521 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.88% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-B-1 Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 694,268 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 694,268 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 694,268 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.67% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-B-2 Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 517,642 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 517,642 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 517,642 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.50% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-B-3 Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 808,312 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 808,312 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 808,312 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.78% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-D Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 272,508 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 272,508 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 272,508 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.26% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-F Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 80,760 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 80,760 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 80,760 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.08% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-H Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 715,468 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 715,468 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 715,468 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.69% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-I Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 665,308 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 665,308 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 665,308 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.64% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-J Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 653,803 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 653,803 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 653,803 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.63% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-A Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 1,385,475 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,385,475 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,385,475 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.33% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-E Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 303,499 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 303,499 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 303,499 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.29% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-G Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 514,751 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 514,751 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 514,751 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.50% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-K Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 283,286 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 283,286 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 283,286 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.27% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VIII-L Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 278,791 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 278,791 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 278,791 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.27% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VIII Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 136,123 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 136,123 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 136,123 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.13% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VIII-B Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 232,883 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 232,883 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 232,883 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.22% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VIII Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 22,843 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 22,843 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 22,843 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.02% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VIII-A Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 28,362 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 28,362 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 28,362 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.03% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VIII-A Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 18,124 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 18,124 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,124 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.02% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 876,728 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 876,728 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 876,728 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.84% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-B Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 2,499,483 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 2,499,483 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,499,483 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.40% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-C Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 794,309 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 794,309 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 794,309 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.76% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-D Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 524,913 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 524,913 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 524,913 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.50% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-F Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 231,782 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 231,782 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 231,782 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.22% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-G Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 231,782 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 231,782 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 231,782 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.22% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-A Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 811,482 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 811,482 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 811,482 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.78% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-E Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 1,800,408 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,800,408 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,408 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.73% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent International GPE VII-H Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 140,729 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 140,729 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 140,729 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.14% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 3,804 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 3,804 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,804 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.00% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII 2014 Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 9,735 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 9,735 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,735 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.01% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII-A Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 8,988 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 8,988 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.01% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII-A 2014 Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 26,684 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 26,684 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 26,684 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.03% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 64,816 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 64,816 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 64,816 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.06% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII 2014 Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 21,911 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 21,911 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 21,911 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.02% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII-A Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 17,136 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 17,136 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 17,136 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.02% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII-B Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 88,853 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 88,853 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 88,853 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.09% * (1)
14	Type of Reporting Person PN

 

1	Names of Reporting Persons Advent Partners GPE VII-A 2014 Cayman Limited Partnership
2	Check the Appropriate Box if a Member of a Group (a) ☐          (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		7	Sole Voting Power 15,460 *
		8	Shared Voting Power 0
		9	Sole Dispositive Power 15,460 *
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,460 *
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.01% * (1)
14	Type of Reporting Person PN

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 10, 2017 (as amended from time to time, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

This statement on Schedule 13D is jointly filed by the Reporting Persons (as defined in Item 2 below) with respect to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Syneos Health, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 1030 Sync Street, Morrisville, North Carolina 27560.

Item 2 of the Schedule 13D is supplemented as follows:

(a) & (f) This Amendment No. 1 is being filed by the following entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):

 

 

Double Eagle Investor Holdings and GPE VIII-C are collectively referred to as the “Advent Funds” and each individually as an “Advent Fund.” The Reporting Persons, other than Advent, the Advent Funds, Double Eagle GP, Advent International GPE VII, LLC, Advent International GPE VIII, LLC, GPE VII GP Limited Partnership, GPE VII GP S.à r.l., GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership, are collectively referred to as the “Advent Sub Funds” and each individually as an “Advent Sub Fund.”

The persons serving as Advent’s directors and executive officers are set forth on Schedule A hereto.

Advent is the Sole Member of Double Eagle GP, which in turn is the General Partner of Double Eagle Investor Holdings. Advent is the Manager of Advent International GPE VII, LLC and Advent International GPE VIII, LLC.

Advent International GPE VII, LLC is the manager of GPE VII GP S.à r.l. and the General Partner of GPE VII GP Limited Partnership. Advent International GPE VII, LLC is also the General Partner of Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, and Advent Partners GPE VII-A 2014 Cayman Limited Partnership.

GPE VII GP Limited Partnership is the General Partner of Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and Advent International GPE VII-H Limited Partnership. GPE VII GP S.à r.l. is the General Partner of 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.

Advent International GPE VIII, LLC is the General Partner of GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership and the Manager of GPE VIII GP S.à r.l. GPE VIII GP S.à r.l. is the General Partner of Advent International GPE VIII Limited Partnership, Advent International GPE VIII-B Limited Partnership, Advent International GPE VIII-B-1 Limited Partnership, Advent International GPE VIII-B-2 Limited Partnership, Advent International GPE VIII-B-3 Limited Partnership, Advent International GPE VIII-D Limited Partnership, Advent International GPE VIII-F Limited Partnership, Advent International GPE VIII-H Limited Partnership, Advent International GPE VIII-I Limited Partnership, and Advent International GPE VIII-J Limited Partnership. GPE VIII GP S.à r.l. is also the General Partner of Advent International GPE VIII-C Limited Partnership.

GPE VIII GP Limited Partnership is the General Partner of Advent International GPE VIII-A Limited Partnership, Advent International GPE VIII-E Limited Partnership, Advent International GPE VIII-G Limited Partnership, Advent International GPE VIII-K Limited Partnership, and Advent International GPE VIII-L Limited Partnership. AP GPE VIII GP Limited Partnership is the General Partner of Advent Partners GPE VIII Cayman Limited Partnership, Advent Partners GPE VIII-A Cayman Limited Partnership, Advent Partners GPE VIII-B Cayman Limited Partnership, Advent Partners GPE VIII Limited Partnership, and Advent Partners GPE VIII-A Limited Partnership.

 

(b) The principal business and principal office address of each Reporting Person is c/o Advent International Corporation, Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199.

(c) The principal business of Advent is to operate as an investment advisory firm and to make private equity investments. Each of Double Eagle GP, Advent International GPE VII, LLC, Advent International GPE VIII, LLC, GPE VII GP Limited Partnership, GPE VII GP S.à r.l., GPE VIII GP Limited Partnership, GPE VIII GP S.à r.l., and AP GPE VIII GP Limited Partnership serves as the general partner of various Advent funds. The principal business of each of the Advent Funds is to provide risk capital for, and make investments in the securities of, privately held and other businesses. The principal business of each of the Advent Sub Funds is to provide risk capital for, and make investments in the securities of, privately held and other businesses.

(d)(e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person 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 violations with respect to such laws.

Item 4 of the Schedule 13D is supplemented as follows:

On June 17, 2020, pursuant to the Underwriting Agreement, dated September 15, 2020 (the “Underwriting Agreement”), by and among the Advent Funds, the Issuer and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (collectively, the “Underwriters”) and other selling stockholders named therein, the Advent Funds sold an aggregate of 3,766,281 shares of Common Stock to the Underwriters for $59.26 per share as part of an underwritten public offering (the “September 2020 Offering”), as set forth in the table below:

 

All of the Common Stock that is beneficially owned by the Reporting Persons was acquired for investment purposes. The Reporting Persons may sell all or a portion of the shares of Common Stock now owned in the open market, in privately negotiated transactions or otherwise, at any time and from time to time and at such prices as the Reporting Persons deem advisable. The Reporting Persons intend to review their investment in the Issuer continually. Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may take or propose to take, alone or in conjunction with others including the Issuer, other actions intended to increase or decrease the Reporting Persons’ investment in the Issuer or the value of their investment in the Issuer, which could include one or more of the transactions or actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Tom Allen and John Maldonado, each employees of Advent, serve as directors of the Issuer and were appointed to the Issuer’s board of directors as contemplated by the Stockholders’ Agreement.

In connection with the September 2020 Offering, the Advent Funds entered into a customary “lock-up” agreement with the Underwriters, dated September 17, 2020 (the “Lock-up Agreement”) pursuant to which the Advent Funds generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 30-days after the date of the final prospectus relating to the September 2020 Offering without prior written consent from the Underwriters.

The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.3, and a form of the Lock-up Agreements attached as Annex IV to the Underwriting Agreement, each of which is incorporated by reference herein.

Item 5 of the Schedule 13D is supplemented as follows:

(a)(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 as of the close of business on September 21, 2020 are incorporated by reference herein. After giving effect to the sale of the shares of Common Stock described in Item 4 of this Amendment No. 1, as of the close of business on September 21, 2020, the Reporting Persons beneficially owned, in the aggregate, 18,647,036 shares of Common Stock, which represents approximately 17.94% of the Common Stock issued and outstanding.

The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this Amendment No. 1 as of the close of business on September 21, 2020, after giving effect to the sale of shares of Common Stock described in Item 4 of this Amendment No. 1, calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The percentage of Common Stock owned was calculated based on 103,968,278 shares of Common Stock outstanding following the completion of the September 2020 Offering (as defined in Item 4 of this Amendment No. 1), as reported in the September 2020 Prospectus Supplement.

 

 

(1) Advent is the Sole Member of Double Eagle GP, which in turn is the General Partner of Double Eagle Investor Holdings. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by the Advent Sub Funds. The beneficial ownership of AIC and Double Eagle Investor Holdings derive such power.

(2) Advent is the Manager of Advent International GPE VII, LLC, which in turn is the Manager of the indicated Reporting Persons. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII-A 2014 Cayman Limited Partnership, Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, Advent International GPE VII-H Limited Partnership, 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 beneficial ownership of Advent and Advent International GPE VII, LLC derive such power.

(3) Advent is the Manager of Advent International GPE VIII, LLC, which in turn is the Manager of the indicated Reporting Persons. As such, Advent has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VIII Limited Partnership, Advent International GPE VIII-B Limited Partnership, Advent International GPE VIII-B-1 Limited Partnership, Advent International GPE VIII-B-2 Limited Partnership, Advent International GPE VIII-B-3 Limited Partnership, Advent International GPE VIII-D Limited Partnership, Advent International GPE VIII-F Limited Partnership, Advent International GPE VIII-H Limited Partnership, Advent International GPE VIII-I Limited Partnership, Advent International GPE VIII-J Limited Partnership, and Advent International GPE VIII-C Limited Partnership, Advent International GPE VIII-A Limited Partnership, Advent International GPE VIII-E Limited Partnership, Advent International GPE VIII-G Limited Partnership, Advent International GPE VIII-K Limited Partnership, Advent International GPE VIII-L Limited Partnership, Advent Partners GPE VIII Cayman Limited Partnership, Advent Partners GPE VIII-A Cayman Limited Partnership, Advent Partners GPE VIII-B Cayman Limited Partnership, Advent Partners GPE VIII Limited Partnership, and Advent Partners GPE VIII-A Limited Partnership. The beneficial ownership of Advent and Advent International GPE VIII, LLC derive such power.

On account of the Advent Stockholders’ Agreement, the Reporting Persons may be deemed to constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person or its affiliates or any other person solely by virtue of the existence of the Advent Stockholders’ Agreement.

 

To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A to this Amendment No. 1 beneficially owned shares of Common Stock as of the close of business on September 21, 2020.

(c) Except as disclosed in Item 4 of this Amendment No. 1, which is incorporated herein by reference, no Reporting Person has effected any transactions in the Common Stock during the past 60 days, and to the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A to this Amendment No. 1 effected any transactions in the Common Stock during within the past 60 days.

Item 6 of the Schedule 13D is hereby supplemented as follows:

The information set forth under Item 4 of this Amendment No. 1 is incorporated herein by reference.