4: Statement of changes in beneficial ownership of securities
Published on August 9, 2024
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OLAPLEX HOLDINGS, INC. [ OLPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/08/2024 | A | 76,142(1) | A | $0 | 129,713 | D | |||
Common Stock | 23,476,117 | I | By: Anthos Capital IV, L.P.(2) | |||||||
Common Stock | 148,064 | I | By: Anthos Tribe, L.P.(3) | |||||||
Common Stock | 8,686 | I | by Anthos Management LP(4) |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's 2021 Equity Incentive Plan. Each RSU represents the conditional right to receive one share of Common Stock. The RSUs will vest in full on July 16, 2025, subject to the Reporting Person's continued service to the Issuer through such vesting date. The Reporting Person is an employee of Anthos Management LP (the "Management Company"). The Reporting Person holds the reported RSUs for the benefit of the Management Company. The Management Company is an affiliate of Anthos Capital IV and Anthos Tribe (each as defined below) and is managed by Paul Farr and Bryan Kelly. The Reporting Person is the spouse of Mr. Kelly. The Reporting Person disclaims beneficial ownership of the RSUs, except to the extent of her pecuniary interest therein. |
2. Shares are held by Anthos Capital IV, L.P. ("Anthos Capital IV"). Anthos Associates IV, L.P. ("Anthos Associates IV") is the general partner of Anthos Capital IV and Anthos Associates GP IV, LLC ("Anthos Associates GP IV") is the general partner of Anthos Associates IV. Paul Farr and Bryan Kelly are the sole managers of Anthos Associates GP IV. The Reporting Person is the spouse of Mr. Kelly and as a result also may be deemed to have beneficial ownership of the shares held directly by Anthos Capital IV. The Reporting Person disclaims beneficial ownership of the shares held by Anthos Capital IV, except to the extent of her pecuniary interest, if any, therein. |
3. Shares are held by Anthos Tribe, L.P. ("Anthos Tribe"). Anthos Tribe GP, LLC ("Anthos Tribe GP") is the general partner of Anthos Tribe. Paul Farr and Bryan Kelly are the sole managers of Anthos Tribe GP. The Reporting Person is the spouse of Mr. Kelly and as a result also may be deemed to have beneficial ownership of the shares held directly by Anthos Tribe. The Reporting Person disclaims beneficial ownership of the shares held by Anthos Tribe, except to the extent of her pecuniary interest, if any, therein. |
4. Shares are held by the Management Company. The Management Company is an affiliate of Anthos Capital IV and Anthos Tribe and is managed by Paul Farr and Bryan Kelly. The Reporting Person is the spouse of Mr. Kelly and as a result also may be deemed to have beneficial ownership of the shares held directly by the Management Company. The Reporting Person disclaims beneficial ownership of the shares held by the Management Company, except to the extent of her pecuniary interest, if any, therein. |
Remarks: |
Exhibit 24.1 - Power of Attorney. |
/s/ John Duffy, attorney-in-fact | 08/09/2024 | |
** 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 4 (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.