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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 | |
WESSON BRUCE F C/O GALEN MANAGEMENT, L.L.C. 680 WASHINGTON BLVD. STAMFORD, CT 06901 |
X |
/s/ Bruce Wesson | 02/17/2011 | |
**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 shares were sold as follows: 52,383 by Galen Partners III, L.P. ("Galen III"), 4,753 by Galen Partners International III, L.P. ("Galen International III") and 215 by Galen Employee Fund III, L.P. ("Employee Fund III"). |
(2) | The shares were sold at prices between $10.00 and $10.26. The Reporting Person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(3) | Following the sales on 2/15/11, the shares were held as follows: 14,797 by Galen III, 1,342 by Galen International III and 62 by Employee Fund III. Claudius, L.L.C. ("Claudius") serves as the sole General Partner of Galen III and Galen International III and has sole voting and invetment control over the shares held by such funds and may be deemed to beneficially own the shares held by such funds. Wesson Enterprises, Inc. ("Wesson") serves as the sole General Partner of Employee Fund III and has sole voting and investment control over the shares held by such fund and may be deemed to beneficially own the shares held by such fund. The Reporting Person is a member of Claudius and the sole shareholder of Wesson. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein. |
(4) | The shares were sold at prices between $11.25 and $11.48. The Reporting Person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(5) | The shares were sold as follows: 14,797 by Galen III, 1,342 by Galen International III and 62 by Employee Fund III. |
(6) | The shares were sold at prices between $10.11 and $10.67. The Reporting Person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(7) | Following the sales on 2/16/11, no shares of common stock were held by Galen III, Galen International III or Employee Fund III. |