SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2021
3. Issuer Name and Ticker or Trading Symbol
Diversey Holdings, Ltd. [ DSEY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, $0.0001 par value 236,350,134 I See Footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Partners XI, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Fund XI, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCPE Diamond Cayman Holding Ltd

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates IV, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates IV-B, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Trust Associates IV, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Trust Associates IV-B, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL EUROPE FUND IV, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Partners Europe IV, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. Represents 141,540,369 ordinary shares held by Bain Capital Fund XI, LP ("Fund XI"), 63,029,288 ordinary shares held by BCPE Diamond Cayman Holding Limited ("BCPE Diamond"), 28,535,109 ordinary shares held by BCIP Associates IV, LP ("BCIP IV"), 2,240,267 ordinary shares held by BCIP Associates IV-B, LP ("BCIP IV-B"), 922,939 ordinary shares held by BCIP Trust Associates IV, LP ("BCIP T IV") and 82,162 ordinary shares held by BCIP Trust Associates IV-B, LP ("BCIP T IV-B") and, together with Fund XI, BCPE Diamond, BCIP IV, BCIP IV-B and BCIP T IV, collectively the "Bain Capital Entities").
2. Bain Capital Partners XI, LP ("GP XI") is the general partner of Fund XI. As a result, GP XI may be deemed to share voting and dispositive power with respect to shares held by Fund XI. GP XI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. Bain Capital Partners Europe IV, LP ("GP IV") is the general partner of Bain Capital Europe Fund IV, LP ("Europe IV"), which is the sole shareholder of BCPE Diamond. As a result, GP IV and Europe IV and may be deemed to share voting and dispositive power with respect to the shares held by BCPE Diamond. Each of GP IV and Europe IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
4. Boylston Coinvestors, LLC is the general partner of each of BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B, respectively.
5. Bain Capital Investors, LLC ("BCI") is the general partner of GP XI and GP IV and governs the investment strategy and decision-making process with respect to investments held by BCIP IV, BCIP IV-B, BCIP T IV and BCIP T IV-B. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Remarks:
Exhibit 99.1 - Joint Filer Information
See signatures included in Exhibit 99.1 03/25/2021
** 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 5 (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.
                                                                    Exhibit 99.1

                    LIST OF JOINT FILERS AND SIGNATURE PAGE


BAIN CAPITAL INVESTORS, LLC

By: /s/ Kenneth Hanau                                            March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Managing Director


BAIN CAPITAL PARTNERS XI, L.P.
BY: BAIN CAPITAL INVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                             March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Managing Director


BAIN CAPITAL FUND XI, L.P.
BY: BAIN CAPITAL PARTNERS XI, L.P.
ITS GENERAL PARTNER
BY: BAIN CAPITAL INVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Managing Director


BCPE DIAMOND CAYMAN HOLDING LIMITED

By: /s/ Kenneth Hanau                                            March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Director


BAIN CAPITAL EUROPE FUND IV, LP
BY: BAIN CAPITAL PARTNERS EUROPE IV, L.P.
ITS GENERAL PARTNER
BY: BAIN CAPITAL INVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Managing Director


BAIN CAPITAL PARTNERS EUROPE IV, LP
BY: BAIN CAPITAL INVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ------------------------------
Name: Kenneth Hanau
Title: Managing Director


BCIP ASSOCIATES IV, LP
BY: BOYLSTON COINVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    --------------------------------
Name: Kenneth Hanau
Title: Authorized Signatory


BCIP ASSOCIATES IV-B, LP
BY: BOYLSTON COINVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ---------------------------------
Name: Kenneth Hanau
Title: Authorized Signatory


BCIP TRUST ASSOCIATES IV, LP
BY: BOYLSTON COINVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ---------------------------------
Name: Kenneth Hanau
Title: Authorized Signatory


BCIP TRUST ASSOCIATES IV-B, LP
BY: BOYLSTON COINVESTORS, LLC
ITS GENERAL PARTNER

By: /s/ Kenneth Hanau                                            March 25, 2021
    ---------------------------------
Name: Kenneth Hanau
Title: Authorized Signatory