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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 | |
| BONDERMAN DAVID C/O TEXAS PACIFIC GROUP 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| /s/ Clive D. Bode on behalf of David Bonderman (5) | 03/01/2007 | |
| **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) | The price represents the public offering price of $22.00 per share less the underwriter's discount of $0.935 per share. |
| (2) | 4,769 shares of the 28,784,154 shares of common stock, par value $0.01 per share, reported herein (the "Securities"), represent shares of common stock underlying deferred stock units that were granted to David Bonderman (the "Reporting Person") as reported in the Reporting Person's Form 4 filed with the Commission on January 4, 2007. 1,192 of these deferred stock units have vested or will vest within 60 days of January 17, 2007. |
| (3) | The Reporting Person and James G. Coulter (each a "Shareholder") are officers, directors and sole shareholders of TPG Advisors III, Inc., a Delaware corporation ("Advisors III"), which in turn is the general partner of TPG GenPar III, L.P., a Delaware limited partnership ("GenPar III"), which in turn is the sole general partner of TPG Partners III, L.P., a Delaware limited partnership ("Partners III"), which in turn is the managing member of TPG BK Holdco LLC, which directly holds 28,779,385 shares of the Securities reported herein. |
| (4) | Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each Shareholder may be deemed to be the beneficial owner of the Securities of the issuer beneficially owned by Partners III only to the extent of the greater of each Shareholder's direct or indirect interest in the profits or capital account of Partners III. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Securities owned by Partners III in excess of such amount. |
| Remarks: (5) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated August 31, 2006, which is attached hereto as an exhibit. | |