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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 | |
| Blackstone LR Associates (Cayman) IV Ltd. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | See Remarks | ||
| Blackstone Capital Partners (Cayman) Ltd 1 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Capital Partners (Cayman) Ltd 2 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Capital Partners (Cayman) Ltd 3 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| PETERSON PETER G C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| /s/ Robert L. Friedman (see exhibit 99.1) | 05/18/2007 | |
| **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) | Blackstone Capital Partners (Cayman) Ltd. 1 ("Cayman 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("Cayman 2"), and Blackstone Capital Partners (Cayman) Ltd. 3 ("Cayman 3" and, collectively with Cayman 1 and Cayman 2, the "Cayman Entities"), respectively owned 13,647,620, 946,501 and 7,420,144 shares of the Series A common stock previously reported as beneficially owned. Blackstone Capital Partners (Cayman) IV L.P. ("BCP IV") owns 100% of Cayman 1. Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP") and Blackstone Capital Partners (Cayman) 1V-A L.P. ("BCP IV-A") collectively own 100% of Cayman 2. Blackstone Chemical Coinvest Partners (Cayman) L.P. ("BCCP" and, collectively with BCP IV, BFIP and BCP IV-A, the "Blackstone Funds") owns 100% of Cayman 3. |
| (2) | Each of the Blackstone Funds may have been deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities owned by such Blackstone Funds. Blackstone Management Associates (Cayman) IV L.P. ("BMA") is the general partner of each of the Blackstone Funds and, therefore, may also be deemed to have been the beneficial owner of the shares of Series A common stock held by the Cayman Entities. Blackstone LR Associates (Cayman) IV Ltd. ("BLRA") is the general partner of BMA and may also, therefore, have been deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities. |
| (3) | Messrs. Peter G. Peterson and Stephen A. Schwarzman are directors and controlling persons of BLRA and, as such, may have been deemed to share beneficial ownership of the shares of Series A common stock held by the Cayman Entities. |
| (4) | Blackstone Management Partners IV, L.L.C. ("BMP") owned 92,332 shares of Series A common stock previously reported as beneficially owned. Messrs. Peter G. Peterson and Stephen A. Schwarzman are controlling members of BMP and, as such, may have been deemed to share beneficial ownership of the shares of Series A common stock held by BMP. |
| (5) | Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. |
| (6) | Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| (7) | Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Cayman Entities and BMP, herein states that this filing shall not be deemed an admission that he or it was the beneficial owner of any of the shares of Series A common stock covered by this Statement. Each of BLRA, BMA and Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Series A common stock, except to the extent of its or his pecuniary interest in such shares of Series A common stock. |
| (8) | The shares of the Series A common stock reported as disposed of in the above table were sold in a secondary offering of the Issuer's Series A common stock pursuant to an Underwriting Agreement, dated May 14, 2007. |