SEC Form SC 13G/A filed by Academy Sports and Outdoors Inc. (Amendment)
$ASO
Other Specialty Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Academy Sports and Outdoors, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
00402L107
(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)
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| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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* 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).
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CUSIP No. 00402L107
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13G
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1
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NAMES OF REPORTING PERSONS
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KKR 2006 Allstar Blocker L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 0 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 0 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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2
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CUSIP No. 00402L107
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13G
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1
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NAMES OF REPORTING PERSONS
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Allstar Co-Invest Blocker L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 0 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 0 |
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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3
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CUSIP No. 00402L107
|
13G
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1
|
NAMES OF REPORTING PERSONS
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Allstar Co-Invest GP LLC
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|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
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|
|
| 0 |
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|
|||
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|
||||
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6
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SHARED VOTING POWER
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| 0 |
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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||||
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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| 0 |
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|
|||
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| OO |
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4
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CUSIP No. 00402L107
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13G
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1
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NAMES OF REPORTING PERSONS
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Allstar LLC
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
|
Delaware
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|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
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|
|||
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|
||||
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6
|
SHARED VOTING POWER
|
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||
| 0 |
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|
|||
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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| 0 |
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|||
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|
||||
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8
|
SHARED DISPOSITIVE POWER
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| 0 |
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
||
| 0 |
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|
|||
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
||
|
☐
|
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|
|||
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
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|
|||
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|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
| OO |
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|||
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||||
5
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
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||
|
KKR 2006 Fund (Allstar) L.P.
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
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|
|||
|
3
|
SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
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|
|||
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|
|
||||
|
6
|
SHARED VOTING POWER
|
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|
||
| 0 |
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|
|||
|
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
| 0 |
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|
|||
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|
||||
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8
|
SHARED DISPOSITIVE POWER
|
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||
| 0 |
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|||
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|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||
|
☐
|
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|
|||
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
||
|
0%
|
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|
|||
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|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
| PN |
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|||
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||||
6
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CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
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|
||
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KKR Associates 2006 AIV L.P.
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|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
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||
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|
|||
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
|
Cayman Islands
|
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|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
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|
||
| 0 |
|
|
|||
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
| 0 |
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|
|||
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|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
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||
| 0 |
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|||
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|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
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|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
| PN |
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|||
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||||
7
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
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|
||
|
KKR 2006 AIV GP LLC
|
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|
|||
|
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
|
Cayman Islands
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
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|
||||
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6
|
SHARED VOTING POWER
|
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|
||
| 0 |
|
|
|||
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
| 0 |
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|
|||
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|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
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|
||
| 0 |
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|
|||
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|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||
|
☐
|
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|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
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|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
| OO |
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|||
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|
||||
8
|
CUSIP No. 00402L107
|
13G
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|
1
|
NAMES OF REPORTING PERSONS
|
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|
||
|
KKR Group Partnership L.P.
|
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
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|
|||
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
9
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Group Holdings Corp.
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
10
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR & Co. Inc.
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
11
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR Management LLP
|
|
|
|||
|
|
|
||||
|
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
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
12
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Henry R. Kravis
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
13
|
CUSIP No. 00402L107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
George R. Roberts
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
14
STATEMENT ON SCHEDULE 13G
This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on
February 12, 2021. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and
collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of Academy Sports and Outdoors, Inc. (the “Issuer”).
Item 1.
| (a) |
Name of Issuer:
|
Academy Sports and Outdoors, Inc.
| (b) |
Address of Issuer’s Principal Executive Offices:
|
1800 North Mason Road, Katy, Texas 77449
Item 2.
| (a) |
Name of Person Filing:
|
KKR 2006 Allstar Blocker L.P. (“Allstar Blocker”)
Allstar Co-Invest Blocker L.P. (“Allstar Co-Invest”)
Allstar Co-Invest GP LLC (“Allstar Co-Invest GP”)
Allstar LLC
KKR 2006 Fund (Allstar) L.P. (“Allstar GP”)
KKR Associates 2006 AIV L.P. (“KKR Associates 2006”)
KKR 2006 AIV GP LLC (“KKR 2006 GP”)
KKR Group Partnership L.P. (“KKR Group Partnership”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLP (“KKR Management”)
Henry R. Kravis
George R. Roberts
| (b) |
Address of Principal Business Office, or, if none, Residence:
|
The principal business office for all persons filing (other than George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, NY 10001
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
| (c) |
Citizenship:
|
See Item 4 of each cover page.
15
| (d) |
Title of Class of Securities:
|
Common Stock, par value $0.01 per share.
| (e) |
CUSIP Number:
|
00402L107
Item 3.
Not applicable.
| Item 4. |
Ownership.
|
| (a) |
Amount beneficially owned:
|
See Item 9 of each cover page.
| (b) |
Percent of class:
|
See Item 11 of each cover page.
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or to direct the vote
|
See Item 5 of each cover page.
| (ii) |
Shared power to vote or to direct the vote
|
See Item 6 of each cover page.
| (iii) |
Sole power to dispose or to direct the disposition of
|
See Item 7 of each cover page.
| (iv) |
Shared power to dispose or to direct the disposition of
|
See Item 8 of each cover page.
| 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: ☒
| 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.
16
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
Not applicable.
17
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2022
|
KKR 2006 ALLSTAR BLOCKER L.P.
|
||
|
By: KKR 2006 AIV GP LLC, its general partner
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
ALLSTAR CO-INVEST BLOCKER L.P.
|
||
|
By:
|
Allstar Co-Invest GP LLC, its general partner
|
|
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
ALLSTAR CO-INVEST GP LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
ALLSTAR LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR 2006 FUND (ALLSTAR) L.P.
|
||
|
By:
|
KKR Associates 2006 AIV L.P., its general partner
|
|
|
By:
|
KKR 2006 AIV GP LLC, its general partner
|
|
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR ASSOCIATES 2006 AIV L.P.
|
||
|
By:
|
KKR 2006 AIV GP LLC, its general partner
|
|
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR 2006 AIV GP LLC
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief
|
|
|
Financial Officer
|
||
|
KKR GROUP PARTNERSHIP L.P.
|
||
|
By:
|
KKR Group Holdings Corp., general partner
|
|
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR MANAGEMENT LLP
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Christopher Lee
|
|
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Attorney-in-fact
|
|