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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 | |
| SOROS GEORGE 888 SEVENTH AVE 33RD FLR NEW YORK, NY 10106 |
X | |||
| /s/ Jay Schoenfarber, as Attorney-in-Fact | 04/17/2007 | |
| **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) | Reflects distribution of shares of the issuer held by Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("QIP"), to its shareholders, including the Reporting Person, Geosor Corporation, a New York corporation, of which the Reporting Person is the sole shareholder, Tivadar Holdings LLC, a Delaware limited liability company ("Tivadar"), and GS 1982 LLC, a Delaware limited liability company, based upon a price of $10.68 per share. |
| (2) | QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"), is a minority shareholder of, and is vested with investment discretion with respect to portfolio assets held for the account of, QIP. The sole general partner of QIHMI is QIH Management LLC, a Delaware limited liability company ("QIH Management"). Soros Fund Management LLC, a Delaware limited liability company ("SFM"), is the sole managing member of QIH Management. SFM is the managing member of SFM AH LLC, a Delaware limited liability company, which is the general partner of SFM Participation, L.P., a Delaware limited partnership, which is the manager of each of Tivadar and GS 1982 LLC. The Reporting Person is the Chairman of SFM and may be deemed to have voting and dispositive power over securities held for the account of QIP, Tivadar, and GS 1982 LLC. |
| (3) | Includes 6,705,587 shares of the issuer held by QIP, 2,658,724 shares of the issuer held by SFM Domestic Investments LLC, a Delaware limited liability company ("SFMD"), 5,686,762 shares of the issuer held by Open Society Institute, a New York trust ("OSI"), 2,680,303 shares of the issuer held for the account of Tivadar, and 846,653 shares of the issuer held for the account of GS 1982 LLC. The Reporting Person is the sole managing member of SFMD and, in such capacity, may be deemed to have voting and dispositive power over securities held for the account of SFMD. The Reporting Person serves as a trustee of OSI. |
| (4) | Includes 3,399,799 shares of the issuer held by the Reporting Person and 1,088,361 shares of the issuer held by Geosor Corporation. |
| Remarks: This amendment reflects the inclusion of 2,680,303 shares held for the account of Tivadar and 846,653 Shares held for the account of GS 1982 LLC, which were inadvertently omitted from the original filing. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. | |