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CUSIP No. G81276100 |
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Schedule 13D |
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Page
12
of 15 Pages |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 (this Amendment) to the Schedule 13D (the Schedule 13D) relates to shares of Series A
Convertible Preference Shares, par value $0.01 per share (the Series A Preference Shares) of Signet Jewelers Limited, a Bermuda exempted company (the Issuer), which are convertible into Common Shares, par value
$0.18 per share (the Common Shares), of the Issuer. This Amendment is being filed to report a change in the number of shares held by the Reporting Persons as a result of the repurchase of certain Series A Preference Shares by the
Issuer from the Reporting Persons.
The address of the Issuers principal executive offices is Clarendon House, 2 Church Street, Hamilton HM11
Bermuda.
This Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the
Reporting Persons beneficially own less than five percent of the Common Shares of the Issuer.
ITEM 2. IDENTITY AND BACKGROUND
The disclosure provided in Item 2 of Schedule 13D amended hereby is updated to include the following additional disclosure:
As of the date of this statement, (i) GEI VI is the record owner of 131,757 Series A Preference Shares which, as of May 6 when the conversion notice was
delivered to the Issuer as described in Item 4 below, are convertible into 324,266 Common Shares, (ii) GEI Side VI is the record owner of 78,527 Series A Preference Shares which are convertible into 193,262 Common Shares, (iii) Associates VI-A is the record owner of 160 Series A Preference Shares which are convertible into 393 Common Shares, and (iv) Associates VI-B is the record owner of 2,056 Series A
Preference Shares which are convertible into 5,060 Common Shares.
ITEM 4. PURPOSE OF THE TRANSACTION
The disclosure provided in Item 4 of Schedule 13D amended hereby is updated to include the following additional disclosure:
On May 6, 2024, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B
delivered notice to the Issuer of a conversion of 100,000 Series A Preference Shares (in the aggregate) for cash in accordance with the terms of the amended Certificate of Designation of the Series A Preference Shares (the Certificate of
Designation). Of the 100,000 Series A Preference Shares converted, GEI VI converted 62,004 Series A Preference Shares, GEI Side VI converted 36,954 Series A Preference Shares, Associates VI-A
converted 75 Series A Preference Shares, and Associates VI-B converted 967 Series A Preference Shares. The conversion was settled in cash by the Issuer for approximately $128 million, based on the volume
weighted average share price on the date of the conversion notice, which was $97.0215 per Common Share, pursuant to the terms of the Certificate of Designation.