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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 | |
PENSKE CORP 2555 TELEGRAPH ROAD BLOOMFIELD HILLS, MI 48302 |
X |
/s/ Robert H. Kurnick, Jr., President | 03/09/2006 | |
**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) | These 460,000 securities were purchased by a subsidiary of Penske Corporation from Roger S. Penske. |
(2) | Penske Corporation also reports beneficial ownership of 7,478,386 shares of Voting Common Stock attributable to Penske Corporation's ownership interest in International Motor Cars Group I, L.L.C. ("IMCG I"). Penske Corporation is a non-managing member of IMCG I. Pursuant to the IMCG I operating agreement, the number of shares of equity securities of the Company attributable to Penske Corporation's membership interest in IMCG I shall be reduced at the time of each distribution made by IMCG I to Penske Corporation by the number of shares actually distributed to Penske Corporation and by the number of shares representing the carried interest, if any, attributable to the managing member of IMCG I. |
(3) | Penske Corporation disclaims beneficial ownership of the securities held by IMCG I, except to the extent of its "pecuniary interest" (as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended), if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 purposes and for all other purposes. |