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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 | |
Providence Equity Partners VI L.L.C. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
Providence Equity Partners VI L P C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
Providence Equity Partners VI- A L P C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
PEP CO-INVESTORS (CDW) L.P. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
Providence Equity GP VI L.P. C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
SALEM PAUL J C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X | |||
NELSON JONATHAN M C/O PROVIDENCE EQUITY PARTNERS L.L.C. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 |
X |
Providence Equity Partners VI L.L.C. by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
Providence Equity Partners VI L.P. by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
Providence Equity Partners VI-A, L.P. by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
PEP Co-Investors (CDW) L.P. by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
Providence Equity GP VI L.P. by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
Paul J. Salem by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**Signature of Reporting Person | Date | |
Jonathan M. Nelson by /s/ James S. Rowe, under Power of Attorney | 05/30/2014 | |
**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) | Consists of 4,330,785 shares sold by Providence Equity Partners VI L.P. ("PEP VI"), 1,489,842 shares sold by Providence Equity Partners VI-A L.P. ("PEP VI-A") and 1,014,647 shares sold by PEP Co-Investors (CDW) L.P. ("PEP Co-Investor"). |
(2) | This sale price reflects the public offering price. The price received by the reporting persons will be reduced by the underwriter's commission of $0.15 per share. |
(3) | Consists of 24,983,785 shares held directly by PEP VI, 8,594,722 shares held directly by PEP VI-A and 5,853,390 shares held directly by PEP Co-Investor. The shares held by PEP VI, PEP VI-A and PEP Co-Investor may be deemed to be beneficially owned by Providence Equity GP VI L.P. ("PEP GP"), the general partner of PEP VI, PEP VI-A and PEP Co-Investor and Providence Equity Partners VI L.L.C. ("PEP LLC"), the general partner of PEP GP. Messrs. Jonathan Nelson, Glenn Creamer and Paul Salem are members of PEP LLC and may be deemed to have shared voting and investment power over such shares. Each of PEP LLC, PEP GP, and Messrs. Nelson, Creamer and Salem hereby disclaims any beneficial ownership of any shares held by PEP VI, PEP VI-A and PEP Co-Investor except to the extent of any pecuniary interest therein. |
(4) | Mr. Creamer has separately filed a Form 4. |