SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Olaplex Holdings, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
679369108
(CUSIP Number)
December 31, 2021
(Date of 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 provisions of the Act (however, see the Notes).
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 2 of 31 Pages
|
|
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
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
499,468,771
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
499,468,771
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
499,468,771
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
77.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 3 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
499,468,771
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
499,468,771
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
499,468,771
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
77.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 4 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GPE IX GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
386,698,084
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
386,698,084
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
386,698,084
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
59.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 5 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
178,649,759
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
178,649,759
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
178,649,759
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
27.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 6 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-B Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
36,196,850
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
36,196,850
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
36,196,850
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 7 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-C Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
14,695,785
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
14,695,785
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
14,695,785
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 8 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-F Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
15,716,152
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
15,716,152
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,716,152
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 9 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-G Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
50,735,073
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
50,735,073
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
50,735,073
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
7.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 10 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-H Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
58,304,526
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
58,304,526
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
58,304,526
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
9.0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 11 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-I Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
32,399,939
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
32,399,939
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,399,939
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.0% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 12 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GPE IX GP S.à r.l
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
89,164,976
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
89,164,976
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
89,164,976
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
13.8% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 13 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-A SCSp
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
53,588,842
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
53,588,842
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
53,588,842
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
8.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 14 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-D SCSp
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
11,181,639
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
11,181,639
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
11,181,639
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.7% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 15 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX-E SCSp
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
23,162,376
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
23,162,376
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
23,162,376
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 16 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent International GPE IX Strategic Investors SCSp
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,232,119
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,232,119
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,232,119
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 17 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
AP GPE IX GP Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
23,605,711
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
23,605,711
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
23,605,711
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.6% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| |
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 18 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE IX Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
943,950
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
943,950
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
943,950
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 19 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE IX-A Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
1,369,396
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,369,396
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,369,396
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.2% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 20 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE IX Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
5,510,717
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,510,717
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,510,717
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.9% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 21 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE IX-A Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
571,802
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
571,802
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
571,802
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 22 of 31 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Advent Partners GPE IX-B Cayman Limited Partnership
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
15,209,846
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
15,209,846
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,209,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
The percent of class was calculated based on 648,124,642 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
10, 2021.
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 23 of 31 Pages
|
| Item 1. |
Issuer
|
|
(a)
|
Name of Issuer:
|
Olaplex Holdings, Inc. (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Not applicable.
| Item 2. |
Filing Person
|
| (a) – (c) |
Name of Persons Filing; Address; Citizenship:
|
|
(i)
|
Advent International Corporation, a Delaware corporation;
|
|
|
(ii)
|
Advent International GPE IX, LLC, a Delaware limited liability company;
|
|
|
(iii)
|
GPE IX GP Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(iv)
|
Advent International GPE IX Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(v)
|
Advent International GPE IX-B Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(vi)
|
Advent International GPE IX-C Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(vii)
|
Advent International GPE IX-F Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(viii)
|
Advent International GPE IX-G Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(ix)
|
Advent International GPE IX-H Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(x)
|
Advent International GPE IX-I Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (iv)-(x), the “Advent IX Cayman Funds”);
|
|
|
(xi)
|
GPE IX GP S.à.r.l., a Luxembourg Société à responsabilité limitée;
|
|
|
(xii)
|
Advent International GPE IX-A SCSp, a Luxembourg société en commandite spéciale;
|
|
|
(xiii)
|
Advent International GPE IX-D SCSp, a Luxembourg société en commandite spéciale;
|
|
|
(xiv)
|
Advent International GPE IX-E SCSp, a Luxembourg société en commandite spéciale;
|
|
|
(xv)
|
Advent International GPE IX Strategic Investors Scsp, a Luxembourg société en commandite spéciale; (the funds set forth in the foregoing clauses (xii)-(xv), the “Advent IX Luxembourg Funds”);
|
|
|
(xvi)
|
AP GPE IX GP Limited Partnership, a Delaware limited partnership;
|
|
|
(xvii)
|
Advent Partners GPE IX Limited Partnership, a Delaware limited partnership;
|
|
|
(xviii)
|
Advent Partners GPE IX-A Limited Partnership, a Delaware limited partnership;
|
|
|
(xix)
|
Advent Partners GPE IX Cayman Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(xx)
|
Advent Partners GPE IX-A Cayman Limited Partnership, a Cayman Islands limited partnership;
|
|
|
(xxi)
|
Advent Partners GPE IX-B Cayman Limited Partnership, a Cayman Islands limited partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent IX Partners Funds” and together with
the Advent IX Luxembourg Funds and the Advent IX Cayman Funds, the “Advent IX Funds”).
|
GPE IX GP Limited Partnership is the general partner of the Advent IX Cayman Funds, GPE IX GP S.à r.l. is the general partner of the Advent IX Luxembourg Funds, and AP GPE IX GP Limited Partnership is the general
partner of the Advent IX Partners Funds. Advent International GPE IX, LLC is the general partner of GPE IX GP Limited Partnership and AP GPE IX GP Limited Partnership, and is the manager of GPE IX GP S.à r.l. Advent International Corporation is the
manager of Advent International GPE IX, LLC and may be deemed to have voting and dispositive power over the shares held by the Advent IX Luxembourg Funds, the Advent IX Cayman Funds and the Advent IX Partners Funds.
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
|
(d)
|
Title of Class of Securities:
|
Common Stock, $0.001 par value per share ( “Common Stock”)
|
(e)
|
CUSIP Number:
|
33748L101
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 24 of 31 Pages
|
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
| Item 4. |
Ownership.
|
| (a) -- (c) |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
Number of Shares
Beneficially
Owned
|
Sole Voting
Power
|
Shared
Voting
Power
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power
|
Percentage of
Common Stock
Outstanding
|
|||||||||||||||||||
|
Advent International Corporation
|
499,468,771
|
499,468,771
|
—
|
499,468,771
|
—
|
77.1
|
%
|
|||||||||||||||||
|
Advent International GPE IX, LLC
|
499,468,771
|
499,468,771
|
—
|
499,468,771
|
—
|
77.1
|
%
|
|||||||||||||||||
|
GPE IX GP Limited Partnership
|
386,698,084
|
386,698,084
|
—
|
386,698,084
|
—
|
59.7
|
%
|
|||||||||||||||||
|
Advent International GPE IX Limited Partnership
|
178,649,759
|
178,649,759
|
—
|
178,649,759
|
—
|
27.6
|
%
|
|||||||||||||||||
|
Advent International GPE IX-B Limited Partnership
|
36,196,850
|
36,196,850
|
—
|
36,196,850
|
—
|
5.6
|
%
|
|||||||||||||||||
|
Advent International GPE IX-C Limited Partnership
|
14,695,785
|
14,695,785
|
—
|
14,695,785
|
—
|
2.3
|
%
|
|||||||||||||||||
|
Advent International GPE IX-F Limited Partnership
|
15,716,152
|
15,716,152
|
—
|
15,716,152
|
—
|
2.4
|
%
|
|||||||||||||||||
|
Advent International GPE IX-G Limited Partnership
|
50,735,073
|
50,735,073
|
—
|
50,735,073
|
—
|
7.8
|
%
|
|||||||||||||||||
|
Advent International GPE IX-H Limited Partnership
|
58,304,526
|
58,304,526
|
—
|
58,304,526
|
—
|
9.0
|
%
|
|||||||||||||||||
|
Advent International GPE IX-I Limited Partnership
|
32,399,939
|
32,399,939
|
—
|
32,399,939
|
—
|
5.0
|
%
|
|||||||||||||||||
|
GPE IX GP S.à r.l
|
89,164,976
|
89,164,976
|
—
|
89,164,976
|
—
|
13.8
|
%
|
|||||||||||||||||
|
Advent International GPE IX-A SCSp
|
53,588,842
|
53,588,842
|
—
|
53,588,842
|
—
|
8.3
|
%
|
|||||||||||||||||
|
Advent International GPE IX-D SCSp
|
11,181,639
|
11,181,639
|
—
|
11,181,639
|
—
|
1.7
|
%
|
|||||||||||||||||
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 25 of 31 Pages
|
|
Advent International GPE IX-E SCSp
|
23,162,376
|
23,162,376
|
—
|
23,162,376
|
—
|
3.6
|
%
|
|||||||||||||||||
|
Advent International GPE IX Strategic Investors SCSp
|
1,232,119
|
1,232,119
|
—
|
1,232,119
|
—
|
0.2
|
%
|
|||||||||||||||||
|
AP GPE IX GP Limited Partnership
|
23,605,711
|
23,605,711
|
—
|
23,605,711
|
—
|
3.6
|
%
|
|||||||||||||||||
|
Advent Partners GPE IX Limited Partnership
|
943,950
|
943,950
|
—
|
943,950
|
—
|
0.1
|
%
|
|||||||||||||||||
|
Advent Partners GPE IX-A Limited Partnership
|
1,369,396
|
1,369,396
|
—
|
1,369,396
|
—
|
0.2
|
%
|
|||||||||||||||||
|
Advent Partners GPE IX Cayman Limited Partnership
|
5,510,717
|
5,510,717
|
—
|
5,510,717
|
—
|
0.9
|
%
|
|||||||||||||||||
|
Advent Partners GPE IX-A Cayman Limited Partnership
|
571,802
|
571,802
|
—
|
571,802
|
—
|
0.1
|
%
|
|||||||||||||||||
|
Advent Partners GPE IX-B Cayman Limited Partnership
|
15,209,846
|
15,209,846
|
—
|
15,209,846
|
—
|
2.3
|
%
|
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1)..
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
Not applicable.
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 26 of 31 Pages
|
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.
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Date: February 14, 2022
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ADVENT INTERNATIONAL CORPORATION
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/s/ Neil Crawford
|
||
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Name:
|
Neil Crawford
|
|
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Title:
|
Director, Fund Administration
|
|
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Date: February 14, 2022
|
ADVENT INTERNATIONAL GPE IX-A SCSP
|
|
ADVENT INTERNATIONAL GPE IX-D SCSP
|
|
|
ADVENT INTERNATIONAL GPE IX-E SCSP
|
|
|
ADVENT INTERNATIONAL GPE IX STRATEGIC INVESTORS SCSP
|
|
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By: GPE IX GP S.A.R.L., GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE IX, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
|
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL GPE IX LIMITED PARTNERSHIP
|
|
ADVENT INTERNATIONAL GPE IX-B LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE IX-C LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE IX-F LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE IX-G LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE IX-H LIMITED PARTNERSHIP
|
|
|
ADVENT INTERNATIONAL GPE IX-I LIMITED
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 27 of 31 Pages
|
|
By: GPE IX GP LIMITED PARTNERSHIP, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL GPE IX, LLC, GENERAL PARTNER
|
|
|
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
|
Date: February 14, 2022
|
ADVENT PARTNERS GPE IX LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IX CAYMAN LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IX-A LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IX-A CAYMAN LIMITED PARTNERSHIP
ADVENT PARTNERS GPE IX-B CAYMAN LIMITED PARTNERSHIP
|
|
By: ADVENT GPE IX GP LIMITED PARTNERSHIP, GENERAL PARTNER
By: ADVENT INTERNATIONAL GPE IX, LLC, GENERAL PARTNER
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
|
|
Date: February 14, 2022
|
GPE IX GP S.A.R.L.
|
|
By: ADVENT INTERNATIONAL GPE IX, LLC, MANAGER
|
|
|
/s/ Justin Nuccio
|
|
|
Name: Justin Nuccio
|
|
|
Title: Manager
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
|
CUSIP No. 679369108
|
SCHEDULE 13G
|
Page 28 of 31 Pages
|
|
Date: February 14, 2022
|
GPE IX GP LIMITED PARTNERSHIP
|
|
By: ADVENT INTERNATIONAL GPE IX, LLC, GENERAL PARTNER
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|
|
|
AP GPE IX GP LIMITED PARTNERSHIP
|
|
|
By: ADVENT INTERNATIONAL GPE IX, LLC, GENERAL PARTNER
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
Title: Director, Fund Administration
|
|
|
Date: February 14, 2022
|
ADVENT INTERNATIONAL GPE IX, LLC
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER
|
|
|
/s/ Neil Crawford
|
|
|
Name: Neil Crawford
|
|
|
Title: Director, Fund Administration
|