1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER:
16,293,379 Common Units
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER: 0
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER:
16,293,379 Common Units
|
||
10
|
SHARED DISPOSITIVE POWER: 0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,293,379 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% of Common Units
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER: 0
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER:
3,903,259 Common Units
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER: 0
|
||
10
|
SHARED DISPOSITIVE POWER:
3,903,259 Common Units
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,903,259 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity Management I LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER: 0
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER:
3,706,044 Common Units
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER: 0
|
||
10
|
SHARED DISPOSITIVE POWER:
3,706,044 Common Units
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,706,044 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity I LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER: 0
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER:
3,706,044 Common Units
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER: 0
|
||
10
|
SHARED DISPOSITIVE POWER:
3,706,044 Common Units
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,706,044 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Capital Private Equity II LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER: 0
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER:
197,215 Common Units
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER: 0
|
||
10
|
SHARED DISPOSITIVE POWER:
197,215 Common Units
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,215 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Energy Corporation
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) x
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER: 0
|
||
BENEFICIALLY
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER:
12,390,120 Common Units
|
||
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER: 0
|
||
10
|
SHARED DISPOSITIVE POWER:
12,390,120 Common Units
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,390,120 Common Units
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% of Common Units
|
|||
14
|
TYPE OF REPORTING PERSON*
CO
|
|
99.1
|
Transaction Agreement, dated December 7, 2010, by and among Vulcan Energy, the Existing Owners, the Purchasers (each as defined in the Transaction Agreement) and the others named therein.
|
/s/ William L. McGrath
|
||
By: William L. McGrath
|
||
As Attorney-in-fact for Paul G. Allen
|
||
VULCAN CAPITAL PRIVATE EQUITY INC.
|
|||
By:
|
/s/ William L. McGrath
|
||
Name: William L. McGrath
|
|||
Title: Vice President and Secretary
|
|||
VULCAN CAPITAL PRIVATE EQUITY MANAGEMENT I LLC
|
|||
By: Vulcan Capital Private Equity Inc., its managing member
|
|||
By:
|
/s/ William L. McGrath
|
||
Name: William L. McGrath
|
|||
Title: Vice President and Secretary
|
|||
VULCAN CAPITAL PRIVATE EQUITY I LLC
|
|||
By: Vulcan Capital Private Equity Management I LLC, its manager
|
|||
By: Vulcan Capital Private Equity Inc., its managing member
|
|||
By:
|
/s/ William L. McGrath
|
||
Name: William L. McGrath
|
|||
Title: Vice President and Secretary
|
|||
VULCAN CAPITAL PRIVATE EQUITY II LLC
|
|||
By: Vulcan Capital Private Equity Inc., its sole member
|
|||
By:
|
/s/ William L. McGrath
|
||
Name: William L. McGrath
|
|||
Title: Vice President and Secretary
|
|||
VULCAN ENERGY CORPORATION
|
|||
By:
|
/s/ T. Geoff McKay
|
||
Name: T. Geoff McKay
|
|||
Title: Chairman and Vice President
|
Name of Exhibit
|
||
99.1
|
Transaction Agreement, dated December 7, 2010, by and among Vulcan Energy, the Existing Owners, the Purchasers (each as defined in the Transaction Agreement) and the others named therein.
|