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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 | |
BAIN CAPITAL INVESTORS LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP Associates III-B 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP T Associates III, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP Trust Associates III 111 HUNTINGTON AVENUE BOSTON, MA 02100 |
X | |||
BCIP T Associates III-B, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP Trust Associates III-B 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X |
/s/ Bain Capital Investors, LLC by Stephen M. Zide, Managing Director | 06/12/2008 | |
**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) | Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the sole general partner of Bain Capital Fund VII, L.P., which is the sole member of Bain Capital Fund VII, LLC ("Fund VII"). As a result, BCI may be deemed to share voting and dipositive power with respect to the shares of Common Stock held by Fund VII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, Fund VII sold 1,471,166 shares of Common Stock in a registered public secondary offering (the "Offering") and an additional 256,112 shares of Common Stock in connection with an overallotment option related to the Offering (the "Overallotment Option"). Following such sales, Fund VII held 2,342,589 shares of Common Stock. |
(2) | BCI is also the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, BCI may be deemed to share voting and dispositive power with the respect to the shares of Common Stock held by Fund VIII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, Fund VIII sold 1,603,388 shares of Common Stock in the Offering and an additional 288,819 shares of Common Stock in connection with the Overallotment Option. Following such sales, Fund VIII held 2,641,743 shares of Common Stock. |
(3) | BCI is also the managing partner of BCIP Associates III, which is the manager and sole member of BCIP Associates III, LLC ("BCIP III LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, BCIP III LLC sold 177,582 shares of Common Stock in the Offering and an additional 46,063 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP III LLC held 421,330 shares of Common Stock. |
(4) | BCI is also the managing partner of BCIP Trust Associates III, which is the manager and sole member of BCIP T Associates III, LLC ("BCIP T III LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, BCIP T III LLC sold 32,758 shares of Common Stock in the Offering and an additional 4,914 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP T III LLC held 44,944 shares of Common Stock. |
(5) | BCI is also the managing partner of BCIP Associates III-B, which is the manager and sole member of BCIP Associates III-B, LLC ("BCIP III-B LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, BCIP III-B LLC sold 15,164 shares of Common Stock in the Offering and an additional 3,149 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP III-B LLC held 28,806 shares of Common Stock. |
(6) | BCI is also the managing partner of BCIP Trust Associates III-B, which is the manager and sole member of BCIP T Associates III-B, LLC ("BCIP T III-B LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/10/2008, BCIP T III-B LLC sold 6,288 shares of Common Stock in the Offering and an additional 943 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP T III-B LLC held 8,627 shares of Common Stock. |