SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kumin Michael Andrew

(Last) (First) (Middle)
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YogaWorks, Inc. [ YOGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 07/05/2018 A 44,247(1) A $0.00 62,428 D
COMMON STOCK 38,699 I By Great Hill Investors, LLC(2)
COMMON STOCK 11,589,865 I By Great Hill Equity Partners V, L.P.(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 44,247 Restricted Stock Units (the "RSUs") awarded to the Reporting Person on July 5, 2018 (the "Award Date"), which vest in full on (i) June 20, 2019 or, if earlier, (ii) upon the annual meeting of the Issuer's stockholders next-following the Award Date, subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date.
2. These shares are owned by Great Hill Investors, LLC. Great Hill Investors, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Investors, LLC. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. These shares are owned by Great Hill Equity Partners V, L.P. Great Hill Partners GP V, L.P. is the sole general partner of Great Hill Equity Partners V, L.P. and GHP V, LLC is the sole general partner of Great Hill Partners GP V, L.P. GHP V, LLC is controlled by Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel and, as such, they may be deemed to indirectly beneficially own the shares beneficially owned by Great Hill Equity Partners V, L.P. Each of Messrs. Gaffney, Hayes, Kumin, Taber and Vettel disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 24.1 Power of Attorney
/s/ John S. Dwyer, Attorney-in-Fact for Michael A. Kumin 07/05/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and
appoints John S. Dwyer, the undersigned's true and lawful attorney-in-fact, to:

(1) execute for and on behalf of each of the undersigned a Form ID application,
and any amendments thereto, to be filed with the Securities and Exchange
Commission to obtain or update EDGAR codes for the undersigned;

(2) execute for and on behalf of each of the undersigned Forms 3, 4, and 5 and
Schedules 13D, 13G, 13F or 13H, as appropriate, and any required amendments
thereto (collectively, the "Reports"), including, in the case of Forms 3, 4, and
5 and Schedule 13D and 13G, with respect to their current or future beneficial
ownership of securities of any public company, in accordance with Section 13(d)
and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
respective rules (including Rule 13d-1) promulgated thereunder;

(3) do and perform any and all acts for and on behalf of each of the undersigned
which may be necessary or desirable to complete and execute any such Report and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

Each of the undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney- in-fact, or the
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. Each of the undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned's responsibilities to comply with Section
13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned are no longer required to file Reports with respect to the
undersigned's current or future holdings of and transactions in securities
issued by any public company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of dates set forth opposite their names.

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS VI, L.P.

By: Great Hill Partners GP VI, L.P.,
Its General Partner

By: GHP VI, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS VI PV, L.P.

By: Great Hill Partners GP VI, L.P.,
Its General Partner

By: GHP VI, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP VI, L.P.

By: GHP VI, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP VI, LLC

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS V, L.P.

By: Great Hill Partners GP V, L.P.,
Its General Partner

By: GHP V, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP V, L.P.

By: GHP V, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP V, LLC

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS V-A, L.P.

By: Great Hill Partners GP V-A, L.P.,
Its General Partner

By: GHP V-A, Ltd.
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP V-A, L.P.

By: GHP V-A, Ltd,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP V-A, Ltd.

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS IV, L.P.

By: Great Hill Partners GP IV, L.P.,
Its General Partner

By: GHP IV, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP IV, L.P.

By: GHP IV, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP IV, LLC

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS IV-A, L.P.

By: Great Hill Partners GP IV-A, L.P.,
Its General Partner

By: GHP IV-A, Ltd.
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP IV-A, L.P.

By: GHP IV-A, Ltd,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP IV-A, Ltd.

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL EQUITY PARTNERS III, L.P.

By: Great Hill Partners GP III, L.P.,
Its General Partner

By: GHP III, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GREAT HILL PARTNERS GP III, L.P.

By: GHP III, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

GHP III, LLC

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

Great Hill Partners, LP

By: Great Hill Advisors, LLC,
Its General Partner

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

Great Hill Investors, LLC

By: /s/ Matthew T. Vettel
Name: Matthew T. Vettel
Title: A Manager

Dated: January 31, 2018

Christopher S. Gaffney
/s/ Christopher S. Gaffney

Dated: January 31, 2018

Matthew T. Vettel
/s/ Matthew T. Vettel

Dated: January 31, 2018

Michael A. Kumin
/s/ Michael A. Kumin

Dated: January 31, 2018

Mark D. Taber
/s/ Mark D. Taber

Dated: January 31, 2018

John G. Hayes
/s/ John G. Hayes

Dated: January 31, 2018

Nick R. Cayer
/s/ Nick R. Cayer

Dated: January 31, 2018

Rafael S. Cofino
/s/ Rafael S. Cofino

Dated: January 31, 2018

Peter L. Garran
/s/ Peter L. Garran