Filing Details
- Accession Number:
- 0000905148-22-000243
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Gic Private Ltd
- Company:
- Leslie's Inc. (NASDAQ:LESL)
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GIC Private Limited | 0 | 10,980,229 | 0 | 10,980,229 | 10,980,229 | 5.8% |
| GIC Special Investments Private Limited | 0 | 10,980,229 | 0 | 10,980,229 | 10,980,229 | 5.8% |
| Explorer Investment Pte. Ltd | 0 | 10,980,229 | 0 | 10,980,229 | 10,980,229 | 5.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Leslie's, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
527064109
(CUSIP Number)
December 31, 2021
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GIC Private Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Republic of Singapore | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 10,980,229 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 5.8% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| (1) | Based on 189,982,218 shares of Common Stock, par value $0.001 per share, outstanding as of December 10, 2021, according to the Issuer’s prospectus on Form 424B(4) filed with the Securities and Exchange
Commission (“SEC”) on December 16, 2021. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GIC Special Investments Private Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Republic of Singapore | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 10,980,229 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 5.8% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| (1) | Based on 189,982,218 shares of Common Stock, par value $0.001 per share, outstanding as of December 10, 2021, according to the Issuer’s prospectus on Form 424B(4) filed with the SEC on December 16, 2021. |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Explorer Investment Pte. Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Republic of Singapore | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 10,980,229 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 10,980,229 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 5.8% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| (1) | Based on 189,982,218 shares of Common Stock, par value $0.001 per share, outstanding as of December 10, 2021, according to the Issuer’s prospectus on Form 424B(4) filed with the SEC on December 16, 2021. |
| Item 1(a) | Name of Issuer |
Leslie's, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
2005 East Indian School Road
Phoenix, AZ 85016
| Item 2(a) | Name of Persons Filing |
GIC Private Limited
GIC Special Investments Private Limited
Explorer Investment Pte. Ltd.
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
| Item 2(c) | Citizenship |
GIC Private Limited – Republic of Singapore
GIC Special Investments Private Limited – Republic of Singapore
Explorer Investment Pte. Ltd. – Republic of Singapore
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.001 per share
| Item 2(e) | CUSIP Number |
527064109
| Item 3 | If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
| Item 4 | Ownership |
Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited and Explorer Investment Pte. Ltd. is incorporated by reference through items (5) through (9) and (11) of the cover page
for each entity.
Explorer Investment Pte. Ltd. shares the power to vote and the power to dispose of all of the shares of Common Stock, par value $0.001 per share, of the Issuer held directly by it with GIC Special Investments Private
Limited and GIC Private Limited. GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
GIC Private Limited is wholly-owned by the Government of Singapore (GoS) and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims
beneficial ownership of such shares.
| Item 5 | Ownership of Five Percent or Less of a Class |
This Item 5 is not applicable.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
This Item 6 is not applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
This Item 7 is not applicable.
| Item 8 | Identification and Classification of Members of the Group |
This Item 8 is not applicable.
| Item 9 | Notice of Dissolution of Group |
This Item 9 is not applicable.
| Item 10 | Certifications |
This Item 10 is not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of February 11, 2022.
| | GIC PRIVATE LIMITED | |
| | | |
| | By: | /s/ Celine Loh Sze Ling |
| | Name: | Celine Loh Sze Ling |
| | Title: | Senior Vice President |
| | | |
| | By: | /s/ Diane Liang Weishan |
| | Name: | Diane Liang Weishan |
| | Title: | Senior Vice President |
| | | |
| | GIC SPECIAL INVESTMENTS PRIVATE LIMITED | |
| | | |
| | By: | /s/ Chan Hoe Yin |
| | Name: | Chan Hoe Yin |
| | Title: | Director |
| | | |
| | EXPLORER INVESTMENT PTE. LTD. | |
| | | |
| | By: | /s/ Holger Dirk Michaelis |
| | Name: | Holger Dirk Michaelis |
| | Title: | Director |
LIST OF EXHIBITS
| Exhibit | Description | Page |
| | | |
| A | Joint Filing Agreement | 9 |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Leslie, Inc., a Delaware corporation, and that this Agreement may be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2022.
| | GIC PRIVATE LIMITED | |
| | | |
| | By: | /s/ Celine Loh Sze Ling |
| | Name: | Celine Loh Sze Ling |
| | Title: | Senior Vice President |
| | | |
| | By: | /s/ Diane Liang Weishan |
| | Name: | Diane Liang Weishan |
| | Title: | Senior Vice President |
| | | |
| | GIC SPECIAL INVESTMENTS PRIVATE LIMITED | |
| | | |
| | By: | /s/ Chan Hoe Yin |
| | Name: | Chan Hoe Yin |
| | Title: | Director |
| | | |
| | EXPLORER INVESTMENT PTE. LTD. | |
| | | |
| | By: | /s/ Holger Dirk Michaelis |
| | Name: | Holger Dirk Michaelis |
| | Title: | Director |