Statement of Changes in Beneficial Ownership (4)
20 September 2022 - 11:02PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Savanna Holdings, LLC |
2. Issuer Name and Ticker or Trading Symbol
Inotiv, Inc.
[
NOTV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O P2 CAPITAL PARTNERS, LLC, 590 MADISON AVENUE, 25TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2022 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 9/16/2022 | | J(1) | | 2946961 | D | $0.00 | 0 | D | |
| Common Shares | 9/16/2022 | | J(1) | | 715705 | A | $0.00 | 715705 | D (2) | |
| Common Shares | 9/16/2022 | | J(1) | | 2231256 | A | $0.00 | 2231256 | D (3) | |
| Common Shares | 9/16/2022 | | J(4) | | 2231256 | D | $0.00 | 0 | D (3) | |
| Common Shares | 9/16/2022 | | J(4) | | 63758 | A | $0.00 | 63758 | I (4) | By P2 Capital GP IV, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Savanna Holdings, LLC ("Savanna Holdings") distributed these shares to its members, P2 Capital Master Fund I, L.P. ("Fund I") and P2 Capital Fund IV, L.P. ("Fund IV"), ratably, for no consideration. As a result of such distribution, Savanna Holdings no longer holds any shares. |
| (2) | The securities reported are held directly by Fund I and may be deemed to be beneficially owned by P2 Capital Partners, LLC ("P2 Capital Partners") and Claus Moller because Mr. Moller is the managing member of P2 Capital Partners and P2 Capital Partners controls all of the outstanding voting interests in Fund I. Each of P2 Capital Partners and Mr. Moller disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| (3) | The securities reported are held directly by Fund IV and may be deemed to be beneficially owned by P2 Capital Partners and Claus Moller because Mr. Moller is the managing member of P2 Capital Partners and P2 Capital Partners controls all of the outstanding voting interests in Fund IV. Each of P2 Capital Partners and Mr. Moller disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| (4) | Fund IV distributed these shares to its partners, ratably, for no consideration, which included 63,758 shares distributed to P2 Capital GP IV, LLC ("GP IV"). Mr. Moller is the managing member of GP IV and disclaims beneficial ownership of the securities held by GP IV, except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Savanna Holdings, LLC
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY 10022 |
| X |
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P2 Capital Partners, LLC
590 MADISON AVENUE
25TH FLOOR
NEW YORK, NY 10022 |
| X |
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P2 Capital Master Fund I, L.P.
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY 10022 |
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| Affiliate of 10% owner |
P2 Capital Fund IV, L.P.
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY 10022 |
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| Affiliate of 10% owner |
MOLLER CLAUS J
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY 10022 |
| X |
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Signatures
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| SAVANNA HOLDINGS, LLC; By: P2 Capital Master Fund I, L.P., as Managing Member; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | | 9/20/2022 |
| **Signature of Reporting Person | Date |
| P2 CAPITAL PARTNERS, LLC; By: /s/ Claus Moller, Managing Member | | 9/20/2022 |
| **Signature of Reporting Person | Date |
| P2 CAPITAL MASTER FUND I, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | | 9/20/2022 |
| **Signature of Reporting Person | Date |
| P2 CAPITAL FUND IV, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | | 9/20/2022 |
| **Signature of Reporting Person | Date |
| /s/ Claus Moller | | 9/20/2022 |
| **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). |
| 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 control number. |
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