Edgar Filing: NEUSTAR INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MIDOCEAN CAPITAL INVESTORS LP

2. Issuer Name and Ticker or Trading Symbol
NEUSTAR INC [NSR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

320 PARK AVENUE, 17TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/05/2005		S		4,208,481	D	$ 22	1,220,546	I	By NeuStar, Inc. Voting Trust
Class A Common Stock								2,827,041	I	See footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MIDOCEAN CAPITAL INVESTORS LP 320 PARK AVENUE 17TH FLOOR NEW YORK, NY 10022		X
MIDOCEAN CAPITAL PARTNERS LP 320 PARK AVENUE 17TH FLOOR NEW YORK, NY 10022		X
VIRTUE J EDWARD 320 PARK AVENUE 17TH FLOOR NEW YORK, NY 10022		X
ULTRAMAR CAPITAL LTD C/O MIDOCEAN PARTNERS 320 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022		X
EXISTING FUND GP LTD C/O MIDOCEAN PARTNERS 320 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022		X
MIDOCEAN PARTNERS, LP 320 PARK AVENUE 17TH FLOOR NEW YORK, NY 10022		X
MIDOCEAN ASSOCIATES SPC C/O MIDOCEAN PARTNERS 320 PARK AVENUE, 17TH FLOOR NEW YORK, NY 10022		X

Signatures

/s/ MidOcean Capital Investors, L.P., by MidOcean Capital Partners, L.P., by Existing Fund GP Ltd., its general partner, by J. Edward Virtue, Managing Director		07/05/2005
^**Signature of Reporting Person		Date
/s/ MidOcean Capital Partners, L.P. by Existing Fund GP Ltd., its general partner, by J. Edward Virtue, Managing Director		07/05/2005
^**Signature of Reporting Person		Date
/s/ J. Edward Virtue		07/05/2005
^**Signature of Reporting Person		Date
/s/ Ultramar Capital Ltd., by J. Edward Virtue, Chief Executive Officer		07/05/2005
^**Signature of Reporting Person		Date
/s/ Existing Fund GP Ltd., by J. Edward Virtue, Managing Director		07/05/2005
^**Signature of Reporting Person		Date
/s/ MidOcean Partners, LP by MidOcean Associates, SPC, its general partner, by J. Edward Virtue, Chief Executive Officer		07/05/2005
^**Signature of Reporting Person		Date
/s/ MidOcean Associates, SPC, by J. Edward Virtue, Managing Director		07/05/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	MidOcean Capital Investors, L.P., is the direct owner of the reported securities (the "Shares"). This Form 4 is being filed jointly by Ultramar Capital Ltd., a Cayman Islands exempted company ("Ultramar"), J. Edward Virtue ("Virtue"), MidOcean Associates, SPC, a Cayman Islands exempted company registered as a segregated portfolio company ("Associates"), MidOcean Partners, L.P., a Cayman limited partnership ("MidOcean"), Existing Fund GP, Ltd., a Cayman Islands exempted company ("Existing Fund"), MidOcean Capital Partners, L.P., a Delaware limited partnership ("MOCP"), and MidOcean Capital Investors, L.P., a Delaware limited partnership ("MCILP").
(2)	MOCP, Existing Fund, MidOcean and Associates may all be deemed to be beneficial owners of the Shares as a result of their direct or indirect control relationship with MCILP. MOCP is the general partner of MCILP. Existing Fund is the general partner of MOCP. MidOcean is the sole owner of Existing Fund and a limited partner in MOCP, and Associates is the general partner of MidOcean. Ultramar is the sole owner of Associates. J. Edward Virtue may be deemed the beneficial owner of the Shares because he indirectly controls the Shares, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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