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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 | |
Wengen Alberta, LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
X | |||
M Curve Sub Inc. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
X |
/s/ Jonathan D. Smidt as Director, Vice President and Secretary of M Curve Sub Inc. | 07/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Jonathan D. Smidt as Director of Wengen Investments Limited, General Partner of Wengen Alberta, Limited Partnership | 07/12/2007 | |
**Signature of Reporting Person | Date | |
/s/ Jonathan D. Smidt as Director of Wengen Investments Limited | 07/12/2007 | |
**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) | 5,807,623 shares of common stock of the Issuer reported on this Form 3 are held of record by M Curve Sub Inc. |
(2) | L Curve Sub Inc. and M Curve Sub Inc., which currently together own 31,266,504 shares of common stock of the Issuer, are direct subsidiaries of Wengen Alberta, Limited Partnership, the sole general partner of which is Wengen Investments Limited. As the parent of L Curve Sub Inc. and M Curve Sub Inc., Wengen Alberta, Limited Partnership and, as the sole general partner of Wengen Alberta, Limited Partnership, Wengen Investments Limited, each may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by L Curve Sub Inc. and M Curve Sub Inc. Wengen Investments Limited disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
(3) | The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Wengen Investments Limited is the beneficial owner of all such equity securities covered by this statement. |
(4) | 25,458,881 shares of common stock of the Issuer are held of record by L Curve Sub Inc. |