UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Permira (Europe) Ltd. TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
Permira UK Venture IV Nominees Ltd TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
Permira Europe II Managers L.P. TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
Permira Europe II Nominees Ltd TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
SV (Nominees) LTD TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
Schroder Ventures Investment LTD TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
Schroder Venture Managers (Guernsey) LTD TRAFALGAR COURT, LES BANQUES ST. PETER PORT, GUERNSEY CH IS, XX GY13QL |
 |  X |  |  |
/s/John Marren | 07/15/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Does not include shares held in escrow pursuant to the Securities Acquisition Agreement, dated as of April 26, 2005 among Avnet, Inc., the Sellers named therein and Memec Group Holdings Limited |
(2) | These shares are owned directly by Permira Europe II Nominees Limited, a company incorporated in Guernsey ("PE2"). Permira (Europe) Limited is the general partner of Permira Europe II Managers L.P., which is the general partner for each of the partnerships comprising the Permira Europe Fund II. Both Permira (Europe) Limited and Permira Europe II Managers L.P. are indirect beneficial owners of the reported securities and disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. The shares held of record by PE2 include (i) 13,068,766 shares held on behalf of four limtied partnerships that comprise the Permira Europe Fund II, and (ii) 127,341 shares held on behalf of the Permira Europe II Co-Investment Scheme. |
(3) | These shares are owned directly by Permira UK Venture IV Nominees Limited, a company incorporated in Guernsey ("VF4"). The shares held of record by VF4 include (i) 950,442 shares held on behalf of one trust and two limited partnerships that comprise the Permira UK Venture Fund IV, and (ii) 8,073 shares held on behalf of the Schroder UK Venture Fund IV Co-Investment Scheme. Schroder Venture Managers (Guernsey) Limited acts as the manager of Schroder Venture Managers Inc., the general partner of the two limited partnerships, and Barings (Guernsey) Limited, the trustee of the trust, which comprise the Permira UK Venture Fund IV. Schroder Venture Managers (Guernsey) Limited is an indirect beneficial owner of the reported securities and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. |
(4) | These shares are owned directly by SV (Nominees) Limited ("SV"), a company incorporated in Guernsey. SV is the nominee for Schroder Ventures Investment Limited, who is an indirect beneficial owner of the reported securities and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. |
 Remarks: PE2, VF4 and SV are members of a group for purposes of Section 13(d) of the Exchange Act. |