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*
Great Hill Equity Partners V, L.P.

(Last) (First) (Middle)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/23/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/23/2017 A 36,362(1)(2) A $0.00 11,626,227 D(3)(4)
COMMON STOCK 07/04/2018 A 44,247(5)(2) A $0.00 11,670,474 D(3)(4)
COMMON STOCK 07/05/2018 A 44,247(6)(2) A $0.00 11,714,721 D(3)(4)
COMMON STOCK 38,699 D(4)(7)
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
1. Name and Address of Reporting Person*
Great Hill Equity Partners V, L.P.

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREAT HILL INVESTORS LLC

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GHP V, LLC

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Great Hill Partners GP V, L.P.

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAFFNEY CHRISTOPHER S

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HAYES JOHN G

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kumin Michael Andrew

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

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Taber Mark D.

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vettel Matthew T

(Last) (First) (Middle)
ONE LIBERTY SQUARE

(Street)
BOSTON MA 02109

(City) (State) (Zip)
Explanation of Responses:
1. Represents (i) 18,181 Restricted Stock Units ("RSUs") granted to Michael A. Kumin and (ii) 18,181 RSUs granted to Peter L. Garran, each on August 23, 2017 which vested in full on June 20, 2018, which was the date of the annual meeting of the Issuer's stockholders next-following the grant date.
2. According to the terms of the Limited Partnership Agreement of Great Hill Equity Partners V, L.P., Great Hill Equity Partners V, L.P. is entitled to the economic benefit of all securities awarded to Messrs. Kumin or Garran in connection with their service as directors of the Issuer. Each of Messrs. Kumin and Garran disclaim beneficial ownership of these securities 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 disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein.
4. This report is filed jointly by Great Hill Investors, LLC, Great Hill Equity Partners V, L.P., GHP V, LLC, Great Hill Partners GP V, L.P., Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.
5. Represents 44,247 RSUs awarded to Peter L. Garran on July 4, 2018, which vest in full on (i) June 20, 2019 or, if earlier, (ii) upon the annual meeting of the Issuer's stockholders next-following July 4, 2018, subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date.
6. Represents 44,247 RSUs awarded to the Michael A. Kumin on July 5, 2018, which vest in full on (i) June 20, 2019 or, if earlier, (ii) upon the annual meeting of the Issuer's stockholders next-following July 5, 2018, subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date.
7. 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 disclaim beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Remarks:
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P. 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for GHP V, LLC 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P. 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Christopher S. Gaffney 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for John G. Hayes 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Michael A. Kumin 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Mark D. Taber 08/17/2018
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Matthew T. Vettel 08/17/2018
** Signature of Reporting Person Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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