If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
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).
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CUSIP No. 923454 102
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SCHEDULE 13D
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Page
2
of 6
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1
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NAMES OF
REPORTING PERSONS:
UWW Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS):
(a) ☐ (b) ☐
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS):
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER:
6,083,840
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8
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SHARED VOTING POWER:
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9
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SOLE DISPOSITIVE POWER:
6,083,840
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10
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SHARED DISPOSITIVE POWER:
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,083,840
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11):
38.8%
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
OO
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CUSIP No. 923454 102
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SCHEDULE 13D
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Page
3
of 6
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Amendment No. 1 to Schedule 13D
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the
SEC
) on
July 3, 2014 (the
Original Schedule 13D
). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to
such term in the Original Schedule 13D.
Item 1. Security and Issuer.
Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The class of equity security to which this Statement on Schedule 13D (Statement) relates is the voting common stock, par value
$0.01 per share (the Common Stock), of Veritiv Corporation, a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 6400 Poplar Ave., Memphis, Tennessee 38197. All ownership
percentages of the securities reported in this Schedule 13D are based upon 15,687,532 shares of Common Stock outstanding as of November 4, 2016, as reported on the Issuers preliminary prospectus supplement, dated November 15, 2016, as filed
with the SEC on November 15, 2016, assuming the completion of the Share Repurchase (as defined in Item 6 below).
Item 2. Identity and Background.
Item 2(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(b) The address of the principal business and principal office of the Reporting Person is c/o Bain Capital Investors, LLC, 200 Clarendon St.,
Boston, Massachusetts 02116.
Voting and dispositive power with respect to the shares of Common Stock held by the Reporting Person is
exercised through a three-member board of managers acting by majority vote. Bain Capital Fund VII, L.P. (Fund VII) and Bain Capital VII Coinvestment Fund, L.P. (Coinvestment VII) have the right to appoint two of the three
members of the board of managers of the Reporting Person. In addition, Bain Capital Fund VII, LLC (Fund VII LLC), Bain Capital VII Coinvestment Fund, LLC (Coinvest VII LLC), BCIP T Associates III, LLC (BCIP T III
LLC), BCIP T Associates III-B, LLC (BCIP T III-B LLC), BCIP Associates III, LLC (BCIP III LLC), BCIP Associates III-B, LLC (BCIP III-B LLC) and J5M4T3B2P2CEYA, LLC (J5 and, together with Fund VII
LLC, Coinvest VII LLC, BCIP T III LLC, BCIP T III-B LLC, BCIP III LLC and BCIP III-B LLC, the Bain Capital Funds) collectively hold common equity interests of the Reporting Person.
Bain Capital Investors, LLC, a Delaware limited liability company (BCI), is the general partner of Bain Capital Partners VII, L.P.
(BCP VII), which is the general partner of Coinvestment VII and Fund VII. Coinvestment VII is the sole member of Coinvest VII LLC, and Fund VII is the sole member of Fund VII LLC and the managing member of J5. Boylston Coinvestors,
LLC is the managing partner of BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates III and BCIP Associates III-B, which is the manager of BCIP T III LLC, BCIP T III-B LLC, BCIP III LLC and BCIP III-B LLC, respectively. The
investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCIs Global Private Equity Board.
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CUSIP No. 923454 102
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SCHEDULE 13D
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Page
4
of 6
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Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Item 6 of this Statement is hereby incorporated herein by reference.
The Reporting Person holds the Common Stock for investment purposes. In its capacity as a significant stockholder of the Issuer, the Reporting
Person intends to take an active role in working with the Issuers management on operational, financial and strategic initiatives. As a result of Seth A. Meisels resignation from the Issuers board of directors (and the
committees thereof) on November 4, 2015, no member of the board of managers of UWWH currently serves on the Issuers board of directors. The Reporting Person reviews and intends to continue to review, on an ongoing and continuing basis,
its investment in the Issuer. Depending upon the factors discussed below and subject to applicable law and the agreements described in Item 6 below, including that described under the heading Registration Rights Agreement, the Reporting
Person may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of its securities of the Issuer. Any transactions that the Reporting Person may pursue may be made at any time and from time to time
without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer,
general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Person, tax considerations and other factors.
Other than as described above, or in Item 6 of this Statement, the Reporting Person currently has no plans or proposals that relate to or
would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that
connection, may discuss, evaluate and/or pursue any such transactions with their advisors, the Issuer or other persons).
Item 5. Interest in
Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) As the date hereof, the Reporting Person holds sole voting and dispositive power over 6,083,840 shares, or approximately 38.8%, of
Common Stock.
Voting and dispositive power with respect to the shares of Common Stock held by the Reporting Person is exercised through a
three-member board of managers acting by majority vote. Fund VII and Coinvestment VII have the right to appoint two of the three members of the board of managers of the Reporting Person. In addition, Fund VII LLC, Coinvest VII LLC, BCIP III LLC,
BCIP T III LLC, BCIP III-B LLC, BCIP T III-B LLC and J5 (the Bain Capital Funds) collectively hold common equity interests of the Reporting Person.
BCI is the general partner of BCP VII, which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5.
Boylston Coinvestors, LLC is the managing partner of BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates III and BCIP Associates III-B, which is the manager of BCIP T III LLC, BCIP T III-B LLC, BCIP III LLC and BCIP III-B LLC,
respectively. The investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCIs Global Private Equity Board.
(c) Except for the transactions described in this Statement, including those described in Item 6 below, there have been no transactions in
Common Shares that were effected during the past sixty days by the Reporting Person. To the knowledge of the Reporting Person, no other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transaction
in Common Stock in the past sixty days.
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CUSIP No. 923454 102
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SCHEDULE 13D
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Page
5
of 6
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(d) Except as stated within this Item 5, to the knowledge of the Reporting Person, only the
Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this Statement.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and
supplemented as follows:
Underwriting Agreement and Lock-up Agreement
Pursuant to an Underwriting Agreement (the Underwriting Agreement), dated as of November 17, 2016 by and among the Issuer, UWWH and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein (the Underwriters), UWWH agreed to sell to the Underwriter in an underwritten public offering an aggregate of 1,756,160
shares of Common Stock (the Public Offering). The sale of the Common Stock to the Underwriter closed on November 23, 2016. Contemporaneously with the closing of the Public Offering, the Issuer repurchased from the Underwriters
313,600 of the shares of Common Stock that were the subject of the Public Offering at a price per share equal to the price at which the Underwriters purchased such shares from UWWH in the Public Offering (the Share Repurchase). The
313,600 shares of Common Stock acquired by the Issuer in connection with the Share Repurchase will no longer be outstanding.
In
connection with the Public Offering, UWWH and directors and executive officers of the Issuer entered into a lock-up agreement (the Lock-up Agreement) with the Underwriter. Under the Lock-up Agreement, each party to the Lock-up Agreement
agreed, subject to certain exceptions, not to sell or transfer any Common Stock or securities convertible into, exchangeable for, exercisable for, or repayable with Common Stock, for 60 days after November 17, 2016 without first obtaining the
written consent of the Underwriter.
The summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 6 are qualified in their
entirety by reference to the Underwriting Agreement and the Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits
Item 7 of
the Original Schedule 13D is hereby amended and supplemented as follows:
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Exhibit 7
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Underwriting Agreement, dated November 17, 2016, by and among the Issuer, UWWH and the Underwriter (incorporated by reference to Exhibit 1.1 to the Issuers Post-Effective Amendment No. 2 to Form S-3 on Form S-1 filed with the
Securities and Exchange Commission on November 15, 2016).
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Exhibit 8
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Form of Lock-up Agreement (incorporated by reference to Exhibit C to Exhibit 1.1 to the Issuers Post-Effective Amendment No. 2 to Form S-3 on Form S-1 filed with the Securities and Exchange Commission on November 15,
2016).
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CUSIP No. 923454 102
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SCHEDULE 13D
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Page
6
of 6
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Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with
respect to such person is true, complete and correct.
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Date: November 23, 2016
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UWW Holdings, LLC
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By:
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/s/ Todd M. Cook
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Name: Todd M. Cook
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Its: Manager
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