UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Equity Partners VI, L.P. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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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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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 |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
29,280,391 (See Items 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
29,280,391 (See Items 3, 4, 5 and 6) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
29,280,391 (See Items 3, 4, 5 and 6) |
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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)
55.7%* (See Items 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
PN |
CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Affiliates VI, L.P. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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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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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 |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
1,243,811 (See Items 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
1,243,811 (See Items 3, 4, 5 and 6)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,243,811 (See Items 3, 4, 5 and 6) |
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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)
2.4%* (See Items 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
PN |
CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Capital Partners VI, LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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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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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 |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
30,524,202* (See Items 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
30,524,202* (See Items 3, 4, 5 and 6) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
30,524,202* (See Items 3, 4, 5 and 6) |
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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)
58.1%** (See Items 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
OO |
Name of Reporting Person
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Number of Class A Shares
Beneficially Owned |
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FS Capital VI
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30,524,202
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FS Equity VI
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29,280,391
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FS Affiliates VI
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1,243,811
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Exhibit 1
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Investor Rights Agreement, dated as of November 8, 2021 among Arhaus, Inc., FS Equity Partners VI, L.P., FS Affiliates VI, L.P., John P. Reed, 2018 Reed Dynasty Trust u/a/d December
24, 2018, John P. Reed Trust u/a/d April 29, 1985, Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013, and The John P. Reed 2019 GRAT u/a/d December 31, 2019 (incorporated by reference to Exhibit 4.3 to the Issuer’s amended Form S-1
filed on October 27, 2021).
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Exhibit 2
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Registration Rights Agreement, dated as of November 8, 2021 among Arhaus, Inc., FS Equity Partners VI, L.P., FS Affiliates VI, L.P., Starrett Family Trust, Dated 4-11-99, Norman S.
Matthews, Gregory M. Bettinelli, John P. Reed, 2018 Reed Dynasty Trust u/a/d December 24, 2018, John P. Reed Trust u/a/d April 29, 1985, Reed 2013 Generation-Skipping Trust u/a/d October 22, 2013, and The John P. Reed 2019 GRAT u/a/d December
31, 2019 (incorporated by reference to Exhibit 4.2 to the Issuer’s amended Form S-1 filed on October 27, 2021).
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Exhibit 3
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Form of Lock-Up Agreement (incorporated by reference to Exhibit C of Exhibit 1.1 to the Issuer’s amended Form S-1 filed on October 27, 2021).
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Exhibit 99.1
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Joint Filing Agreement, dated as of November 15, 2021, by and among the Reporting Persons.
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FS EQUITY PARTNERS VI, L.P., a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC, a Delaware Limited Liability Company
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Its: General Partner
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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FS AFFILIATES VI, L.P., a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC, a Delaware Limited Liability Company
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Its: General Partner
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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FS CAPITAL PARTNERS VI, LLC, a Delaware Limited Liability Company
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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Name and Citizenship
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Position
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Business Address
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Brad J. Brutocao; U.S.A.
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Vice President
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
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Bradford M. Freeman; U.S.A.
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Co-Chairman
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
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Benjamin D. Geiger; U.S.A.
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Vice President
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HLR Inc.
299 Park Avenue, 20th Floor
New York, NY 10171
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Jordan A. Hathaway; U.S.A.
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Vice President
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
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John S. Hwang; U.S.A.
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Vice President
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
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Christian B. Johnson; U.S.A.
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Vice President
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HLR Inc.
299 Park Avenue, 20th Floor
New York, NY 10171
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Jon D. Ralph; U.S.A.
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President and Chief Operating Officer
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
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John M. Roth; U.S.A.
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Chief Executive Officer
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HLR Inc.
299 Park Avenue, 20th Floor
New York, NY 10171
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Ronald P. Spogli; U.S.A.
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Co-Chairman
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Freeman Spogli & Co. Incorporated
11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 |
FS EQUITY PARTNERS VI, L.P., a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC, a Delaware Limited Liability Company
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Its: General Partner
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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FS AFFILIATES VI, L.P., a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC, a Delaware Limited Liability Company
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Its: General Partner
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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FS CAPITAL PARTNERS VI, LLC, a Delaware Limited Liability Company
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/s/ Brad J. Brutocao
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Name: Brad J. Brutocao
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Title: Managing Member
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