UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3 - Exit Filing)*
LESLIE’S, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
527064109
(CUSIP Number)
December 12, 2022
(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 disclosures provided in a prior cover page. |
The information required on 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. 527064109
| 1. |
Names of Reporting Persons
Bubbles Investor Aggregator, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,776,904 (1) (see item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,776,904 (1) (see item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,776,904 (1) (see item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.8% (1) (see item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 183,545,344 shares of Common Stock (as defined below) issued and outstanding as of November 23, 2022, as reported by the Issuer (as defined below) in its Annual Report on Form 10-K for the fiscal year ended October 1, 2022, filed with the United States Securities and Exchange Commission on November 30, 2022 (the “Annual Report”). |
CUSIP No. 527064109
| 1. |
Names of Reporting Persons
J. Michael Chu | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,776,904 (1) (see item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,776,904 (1) (see item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,776,904 (1) (see item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.8% (1) (see item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 183,545,344 shares of Common Stock issued and outstanding as of November 23, 2022, as reported by the Issuer in its Annual Report. |
CUSIP No. 527064109
| 1. |
Names of Reporting Persons
Scott A. Dahnke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
8,776,904 (1) (see item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
8,776,904 (1) (see item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,776,904 (1) (see item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.8% (1) (see item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | All calculations of percentage ownership herein are based on a total of 183,545,344 shares of Common Stock issued and outstanding as of November 23, 2022, as reported by the Issuer in its Annual Report. |
| Item 1(a). | Name of Issuer |
Leslie’s, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
2005 East Indian School Road
Phoenix, Arizona 85016
| Item 2(a). | Names of Persons Filing |
Bubbles Investor Aggregator, L.P., J. Michael Chu and Scott A. Dahnke (collectively, the “Reporting Persons”)
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
599 West Putnam Avenue
Greenwich, Connecticut 06830
| Item 2(c). | Citizenship |
Please refer to Item 4 on each cover sheet for each Reporting Person.
| Item 2(d). | Title of Class of Securities |
Common stock of the Issuer, $0.001 par value per share (the “Common Stock”)
| Item 2(e). | CUSIP Number |
CUSIP No. 527064109.
| 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: |
| ☐ | (a) | Broker or Dealer registered under Section 15 of the Exchange Act. | ||
| ☐ | (b) | Bank as defined in Section 3(a)(b) or the Exchange Act. | ||
| ☐ | (c) | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||
| ☐ | (d) | Investment company registered under Section 8 of the Investment Company Act. | ||
| ☐ | (e) | An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | ||
| ☐ | (f) | An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | ||
| ☐ | (g) | A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | ||
| ☐ | (h) | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||
| ☐ | (i) | A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | ||
| ☐ | (j) | Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | ||
| Not applicable | ||||
| Item 4. | Ownership |
The responses to Items 5-19 and 11 of the cover pages of this Schedule 13G/A are incorporated herein by reference.
Bubbles Investor Aggregator, L.P. directly holds 8,776,904 shares of Common Stock, representing 4.8% of the total issued and outstanding Common Stock as of November 23, 2022. This Schedule 13G/A does not include an aggregate of 16,913 shares of Common Stock held by individuals associated with certain of the Reporting Persons as awards for such individuals’ service on the board of directors of the Issuer. The Reporting Persons and their affiliates have a pecuniary interest in such shares.
C8 Management, L.L.C. is the general partner of Bubbles Investor Aggregator, L.P. and the management of C8 Management, L.L.C. is controlled by its managing board. J. Michael Chu and Scott A. Dahnke are the members of the managing board of C8 Management, L.L.C. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with Catterton Management Company, L.L.C., but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Each of the Reporting Persons has ceased to own 5% of the total issued and outstanding Common Stock and as such is making an exit filing.
| 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 |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
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.
DATE: December 13, 2022
| Bubbles Investor Aggregator, L.P.
By: C8 Management, L.L.C Its: General Partner |
| /s/ Marc Magliacano |
| Marc Magliacano as Authorized Person |
| /s/ Scott A. Dahnke |
| Scott A. Dahnke
/s/ J. Michael Chu |
| J. Michael Chu |