SEC FORM 4

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^*

LCP Edge Holdco LLC

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beauty Health Co [ SKIN ]

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)
05/20/2021

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)
Class A Common Stock, par value $0.0001 per share	05/20/2021		J⁽¹⁾		3,188,671	D	$0.00	30,167,667	I⁽²⁾	See Footnote⁽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)
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^*

LCP Edge Holdco LLC

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linden Capital III LLC

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linden Manager III LP

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LINDEN CAPITAL PARTNERS III LP

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LINDEN CAPITAL PARTNERS III-A LP

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DAVIS ANTHONY B.

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Miller Brian Christopher

(Last)

(First)

(Middle)

C/O LCP EDGE HOLDCO LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

1. The transactions reported are the result of distributions for no consideration made by LCP Edge Holdco LLC to certain of its unitholders in redemption of their interests in LCP Edge Holdco LLC as described in the statement on Schedule 13D jointly filed by the reporting persons with the U.S. Securities and Exchange Commission on May 14, 2021. The shares of Class A Common Stock, par value $0.0001 per share (the "shares") distributed remain subject to at least the same lock-up restrictions as those agreed to by LCP Edge Holdco LLC in connection with the Beauty Health Company's business combination.

2. This Form 4 is being filed jointly by (i) LCP Edge Holdco LLC, (ii) Linden Capital III LLC, (iii) Linden Manager III LP, (iv) Linden Capital Partners III LP, (v) Linden Capital Partners III-A LP, (vi) Anthony Davis and (vii) Brian Miller in respect of shares that are held directly by LCP Edge Holdco.

3. The shares directly held by LCP Edge Holdco LLC may be deemed to be beneficially owned by Linden Capital III LLC, the general partner of Linden Manager III LP. Linden Manager III LP is the general partner of both Linden Capital Partners III LP and Linden Capital Partners III-A LP, which are the controlling stockholders of LCP Edge Holdco LLC. As the members of a limited partner committee of Linden Capital III LLC that has the power to vote or dispose of the shares directly held by LCP Edge Holdco LLC, Brian Miller and Anthony Davis may be deemed to have shared voting and investment power over such shares. Each of Linden Capital III LLC, Linden Manager III LP, Linden Capital Partners III LP, Linden Capital Partners III-A LP, Mr. Miller and Mr. Davis hereby disclaim any beneficial ownership of any shares held by LCP Edge Holdco LLC except to the extent of any pecuniary interest therein.

Remarks:

	LCP Edge Holdco LLC, /s/ Brian Miller, Brian Miller, Attorney-in-Fact	05/21/2021
	Linden Capital III LLC, /s/ Brian Miller, Brian Miller, Attorney-in-Fact	05/21/2021
	Linden Manager III LP, /s/ Brian Miller, Brian Miller, Attorney-in-Fact	05/21/2021
	Linden Capital Partners III LP, /s/ Brian Miller, Brian Miller, Attorney-in-Fact	05/21/2021
	Linden Capital Partners III-A LP, /s/ Brian Miller, Brian Miller, Attorney-in-Fact	05/21/2021
	Anthony Davis, /s/ Anthony Davis	05/21/2021
	Brian Miller, /s/ Brian Miller	05/21/2021
	** 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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SEC Form 4 filed by LCP Edge Holdco LLC