CCMP Capital Investors III Form 4 Change in insider ownership

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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OMB Number:			3235-0287
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hours per response:			0.5

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^*

CCMP Capital, LP

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillman Solutions Corp. [ HLMN ]

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)
11/07/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/07/2022		S		6,083,851	D	$7.1336	37,086,142	I	By CCMP CAPITAL INVESTORS III, L.P.⁽¹⁾⁽²⁾
Common Stock	11/07/2022		S		364,983	D	$7.1336	2,224,875	I	By CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P.⁽¹⁾⁽²⁾
Common Stock	11/07/2022		S		1,951,166	D	$7.1336	11,893,983	I	By CCMP Co-Invest III A, L.P.⁽¹⁾⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CCMP Capital, LP

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Capital GP, LLC

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Capital Investors III, L.P.

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Capital Investors III (Employee), L.P.

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Capital Associates III, L.P.

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Capital Associates III GP, LLC

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Co-Invest III A, L.P.

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Co-Invest III A GP, LLC

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

1 ROCKEFELLER PLAZA, 16TH FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Explanation of Responses:

1. CCMP Co-Invest III A GP, LLC ("CCMP Co-Invest GP") is the general partner of CCMP Co-Invest III A, L.P. ("CCMP Co-Invest"). CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors") and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors and CCMP Co-Invest, the "CCMP Investors"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP").

2. CCMP Capital Associates GP and CCMP Co-Invest GP are each wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hillman Solutions Corp. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Co-Invest GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hillman Solutions Corp. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	CCMP CAPITAL, LP, By: CCMP Capital GP, LLC, its general partner By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CAPITAL GP, LLC By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CAPITAL INVESTORS III, L.P., By: CCMP Capital Associates III, L.P., its general partner, By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P., By: CCMP Capital Associates III, L.P., its general partner, By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CO-INVEST III A, L.P., By: CCMP Co-Invest III A GP, LLC, its general partner, By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CO-INVEST III A GP, LLC, By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CAPITAL ASSOCIATES III, L.P., By: CCMP Capital Associates III GP, LLC, its general partner, By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	CCMP CAPITAL ASSOCIATES III GP, LLC By: /s/ Joseph M. Scharfenberger Title: Managing Partner	11/09/2022
	** 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).
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CCMP Capital Investors III Form 4Change in insider ownership