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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORRIS ROBERT S C/O OLYMPUS PARTNERS, METRO CENTER ONE STATION PLACE STAMFORD, CT 06902 |
X | |||
Olympus Growth Fund III, L.P. C/O OLYMPUS PARTNERS METRO CENTER ONE STATION PLACE STAMFORD, CT 06902 |
X | |||
OGP III, LLC C/O OLYMPUS PARTNERS METRO CENTER ONE STATION PLACE STAMFORD, CT 06902 |
X | |||
OEF, L.P. C/O OLYMPUS PARTNERS, METRO CENTER ONE STATION PLACE STAMFORD, CT 06902 |
X |
/s/ Manu Bettegowda, under power of attorney for Robert S. Morris | 12/26/2006 | |
**Signature of Reporting Person | Date | |
/s/ Manu Bettegowda as an Authorized Person for OEF, L.P. | 12/26/2006 | |
**Signature of Reporting Person | Date | |
/s/ Manu Bettegowda as an Authorized Person for Olympus Growth Fund III, L.P. | 12/26/2006 | |
**Signature of Reporting Person | Date | |
/s/ Manu Bettegowda as an Authorized Person for OGP III, L.L.C. | 12/26/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares directly owned by OGP III, LLC. Shares beneficially owned by OPG III, LLC are beneficially owned indirectly by RSM, L.L.C., the managing member of OGP III, LLC; and by Mr. Morris, the Managing Member of RSM, L.L.C. |
(2) | Represents shares directly owned by OEF, L.P. Shares beneficially owned by OEF, L.P. are beneficially owned by RSM, L.L.C., its General Partner, and by Mr. Morris, the Managing Member of RSM, L.L.C. |
(3) | Following the dispositions set forth in this Form 4, Olympus Growth Fund III, L.P. was the record owner of 2,382,813 shares of common stock, OGP III, LLC was the record owner 555,946 shares of common stock, OEF, L.P. was the record owner of 2,280 shares of common stock and Mr. Morris directly owned 88,548 shares of common stock. (continued footnote 2) |
(4) | Mr. Morris is the managing partner of Olympus Partners and the Managing Member of RSM, L.L.C., and, in such capacities, has voting and investment power with respect to all shares held by the Olympus funds and has a pecuniary interest in certain of those shares. Mr. Morris disclaims beneficial ownership of the common stock owned by the above entities, except to the extent of his proportionate pecuniary interest therein. |
(5) | Represents shares directly owned by Olympus Growth Fund III, L.P. Shares beneficially owned by Olympus Growth Fund III, L.P. are beneficially owned indirectly by OGP III, LLC, its General Partner; by RSM, L.L.C., the Managing Member of OGP III, LLC; and by Mr. Morris, the Managing Member of RSM, L.L.C. |
(6) | On December 21, 2006, Olympus Growth Fund III, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which includes OGP III, LLC, which received 204,027 shares. |
(7) | On December 22, 2006, OGP III, LLC made a pro-rata distribution of common stock, without consideration, to its members, which includes Robert S. Morris, who received 88,548 shares (including 2,041 shares distributed to Mr. Morris in his capacity as Managing Member of RSM, L.L.C.). |
(8) | Directly owned by Mr. Robert S. Morris. |