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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 | ||||||||
CONVERTIBLE SECURED PROMISSORY NOTES (1) | $ 9.1779 | 01/11/2005 | P | 1,492,173.84 (2) | 01/11/2005 | 01/11/2007 | SERIES A-1 CONVERTIBLE PREFERRED STOCK (3) | 162,583 | $ 1,492,173.84 | $ 39,958,523.84 (4) | I | By subsidiary (5) | |||
CONVERTIBLE SECURED PROMISSORY NOTES (1) | $ 9.1779 | 01/11/2005 | C | 38,035,206.53 (2) (4) | 01/11/2005 | 01/11/2007 | SERIES A-1 CONVERTIBLE PREFERRED STOCK (3) | 4,144,216 | (8) | $ 1,923,317.51 (4) | I | By subsidiary (5) | |||
SERIES A-1 CONVERTIBLE PREFERRED STOCK | (6) | 01/11/2005 | C | 4,144,216 | 02/01/2005 | (7) | COMMON STOCK | 4,144,216 | (8) | 4,144,216 | I | By subsidiary (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STT COMMUNICATIONS LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
I STT INVESTMENT PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD 51 CUPPAGE ROAD #10-11/17 STARHUB CENTRE SINGAPORE, U0 229469 |
X | |||
TEMASEK HOLDINGS LTD 60B ORCHARD ROAD, THE ATRIUM@ORCHARD #06-18 TOWER 2 SINGAPORE, U0 238891 |
X |
/s/ Pek Siok Lan, Director, STT COMMUNICATIONS LTD | 01/13/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Director, i-STT INVESTMENTS PTE LTD | 01/13/2005 | |
**Signature of Reporting Person | Date | |
/s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 01/13/2005 | |
**Signature of Reporting Person | Date | |
/s/ Chia Yue Joo, Managing Director, Legal, TEMASEK HOLDINGS (PRIVATE) LIMITED | 01/13/2005 | |
**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 securities were referred to as "14% Series A-1 PIK Convertible Secured Notes Due 2007" in the Forms 4 filed by the reporting persons on December 30, 2004, and as Convertible Secured Promissory Notes in the Form 4 filed by the reporting persons on January 3, 2003. |
(2) | This is the face amount of the Convertible Secured Promissory Notes (the "Notes") expressed in U.S. dollars. |
(3) | The securities underlying the Notes listed herein were recorded as being the Common Stock of the Issuer in the Forms 4 filed by the reporting persons on December 30, 2004. |
(4) | This number takes into account $30,000,000 of Notes acquired by the reporting persons on December 31, 2002; $1,400,000 of Notes acquired by the reporting persons on May 1, 2003; $2,198,000 of Notes acquired by the reporting persons on November 1, 2003; $2,351,860 of Notes acquired by the reporting persons on May 1, 2004 and $2,516,490 of Notes acquired by the reporting persons on November 1, 2004, respectively. |
(5) | Singapore Technologies Telemedia Pte Ltd ("STT"), a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), has an indirect interest in the securities reported herein by virtue of its ownership interests in i-STT Investments Pte Ltd, which is the record holder of the securities of the Issuer reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
(6) | The Series A-1 Convertible Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-1 basis. |
(7) | There is no expiration date for conversion of the Series A-1 Convertible Preferred Stock. |
(8) | Not applicable. |