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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 | |
THAYER BLUM FUNDING III LLC 1455 PENNSYLVANIA AVENUE, N.W. SUITE 359 WASHINGTON, DC 20004 |
X |
/s/ Scott D. Rued, Manager | 12/12/2007 | |
**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 Reporting Person, along with other parties, contributed 24,582,191 shares of the Issuer to SUNN Acquisition Corporation ("SUNN Acquisition") in exchange for 2,458,219.10 shares of common stock of SUNN Acquisition pursuant to a Contribution Agreement dated October 3, 2007. SUNN Acquisition has consummated a "short-form" merger (the "Merger") with and into the Issuer under Delaware General Corporation Law (the "DGCL") Section 253 on December 12, 2007, and the Issuer has filed a Form 15 (Certificate of Termination of Registration of a Class of Security) with the Securities and Exchange Commission. As a result of the Merger, the Issuer is now owned by the former stockholders of SUNN Acquisition, including the Reporting Person. |
(2) | Represents the number of shares of common stock of the Issuer held by the public stockholders of the Issuer (other than the shares of common stock of the Issuer held by SUNN Acquisition) immediately prior to the Merger. |
(3) | The following entities control the shares held by the Reporting Person: Thayer | Hidden Creek Partners, L.L.C.; TC Equity Partners IV, L.L.C.; Thayer | Hidden Creek Management, L.P.; TC Co-Investors IV, L.L.C.; Thayer Equity Investors IV, L.P.; TC KCo, L.L.C.; TC Manufacturing Holdings, L.L.C.; Blum Strategic GP, L.L.C.; and Blum (K*TEC) Co-Investment Partners, L.P. Each of the above-named entities disclaims beneficial Ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that any of the above-named entities is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. |