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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 | ||||||||
Series A Preferred Stock | (2) | 10/04/2005 | C | 99,999 (5) | (3) | (4) | Common Stock | 33,333 (2) | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cohen Fred E C/O TPG VENTURES 345 CALIFORNIA STREET SUITE 2600 SAN FRANCISCO, CA 94104 |
X |
/s/ Fred E. Cohen | 10/04/2005 | |
**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 September 8, 2005, the Issuer declared a conditional dividend of 791,210 shares of Common Stock to be distributed on a pro rata basis to the Issuer's stockholders of record at the commencement of the Issuer's initial public offering ("IPO") if the price per share of Common Stock sold in the IPO is $11.40 or greater. As a result, the Reporting Person received 1,685 shares of Common Stock as of October 4, 2005, the closing date of the IPO, which is reflected in the amount of Common Stock reported in column 5. |
(2) | Every three shares of Preferred Stock were converted into one share of Common Stock upon consummation of the IPO. This conversion rate is reflected in the amount of securities underlying the derivative security reported in column 7, which also reflects adjustment for the stock split by the Issuer on September 8, 2005. |
(3) | These securities are exercisable immediately. |
(4) | These securities to do not have an expiration date. |
(5) | Does not include 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock previously held by funds managed by Tarrant Advisors, Inc., with which Mr. Cohen is affiliated. These shares of Preferred Stock were also converted on October 4, 2005 as reported in a seperate Form 4 filed by Tarrant Advisors, Inc. |