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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 | |
BUNCE JOHN L JR HELLMAN & FRIEDMAN LLC ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA 94111 |
X |
/s/ John L. Bunce, Jr. | 11/30/2006 | |
**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) | On November 29, 2006, HFCP IV (Bermuda), L.P., H&F International Partners IV-A (Bermuda), L.P., H&F International Partners IV-B (Bermuda), L.P. and H&F Executive Fund IV (Bermuda), L.P. (collectively, the Partnerships) distributed in the aggregate 4,674,022 Common Shares to their respective limited partners in accordance with the applicable partnership agreements of the Partnerships. As a result of that distribution, the Partnerships continue to own 4,674,022 Common Shares (excluding Common Shares and options to acquire Common Shares held for their benefit by the Partnerships' designees to the Board of Directors of the Issuer). The Partnerships are controlled by their sole general partner, H&F Investors IV (Bermuda), L.P. (HF Investors IV LP). HF Investors IV LP in turn is controlled by its sole general partner, H&F Corporate Investors IV (Bermuda), Ltd. (HF Investors IV Ltd.). |
(2) | A five member investment committee elected by the shareholders of HF Investors IV Ltd. (Investment Committee) has investment discretion over the Common Shares. Mr. Bunce is a 9.9% shareholder of HF Investors IV Ltd., but he is not a member of the Investment Committee. Mr. Bunce and the members of the Investment Committee disclaim beneficial ownership of the securities held by the Partnerships, except to the extent of their respective indirect pecuniary interests in the Issuer through the Partnerships. |
(3) | Of the 146,084 shares that Mr. Bunce owns, 7,001 Common Shares have been granted to Mr. Bunce in consideration for his service as a director of the Issuer. In addition, Mr. Bunce was granted 3,300 options to purchase Common shares in consideration for his service as a director of the Issuer. The 7,001 Common Shares and 3,300 options are held by Mr. Bunce for the benefit of the Partnerships. Mr. Bunce disclaims beneficial ownership of these 7,001 Common Shares and 3,300 options except to the extent of his indirect pecuniary interest in the Issuer through the Partnerships. |