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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 | |
| MENCOFF SAMUEL M THREE FIRST NATIONAL PLAZA SUITE 3800 CHICAGO, IL 60602 |
X | |||
| /s/ SAMUEL M. MENCOFF | 10/23/2007 | |
| **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 a pro rata distribution of shares of common stock of the issuer by PCA Holdings LLC ("Holdings"), the record and direct beneficial owner of the shares, to its two members, Madison Dearborn Capital Partners III, L.P. ("MDCP III") and a fund affiliated with MDCP III (collectively, the "Funds") on October 22, 2007, which shares were further distributed pro rata (i) by the Funds to their respective general and limited partners on that date, including Madison Dearborn Partners III, L.P. ("MDP III"), the sole general partner of MDCP III and the fund affiliated with MDCP III, and (ii) by MDP III to its partners on that date. |
| (2) | The reporting person expressly disclaims beneficial ownership of 1,841,597 shares reported in Table I as indirectly beneficially owned, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. |
| (3) | Holdings is the record and direct beneficial owner of the reported shares. The shares held by Holdings may be deemed to be beneficially owned by MDCP III, the managing member of Holdings, and a fund affiliated with MDCP III. In addition, securities over which MDCP III has voting and dispositive power may be deemed to be beneficially owned by MDP III. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP III that have the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP III. Messrs. Canning, Finnegan and Mencoff and MDP III each hereby disclaims any beneficial ownership of any shares over which MDCP III has voting and dispositive power. The reporting person is a partner of MDP III and may be deemed to have an indirect pecuniary interest in the shares owned by Holdings to the extent of the reporting person's indirect proportionate interest in Holdings. |
| (4) | Consists of shares of common stock of the issuer received by Emily Case Mencoff - Dynasty Trust or its immediate transferee as a result of the distribution by MDP III to its partners. |
| (5) | Each of the Emily Case Mencoff - Dynasty Trust, Samuel Keefer Mencoff - Dynasty Trust and George Grove Mencoff - Dynasty Trust (collectively, the "Trusts") or their immediate transferees is the record and direct beneficial owner of 20,446 shares. These shares are held in trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the Trusts. |
| (6) | Consists of shares of common stock of the issuer received by Samuel Keefer Mencoff - Dynasty Trust or its immediate transferee as a result of the distribution by MDP III to its partners. |
| (7) | Consists of shares of common stock of the issuer received by George Grove Mencoff - Dynasty Trust or its immediate transferee as a result of the distribution by MDP III to its partners. |
| (8) | Consists of shares of common stock of the issuer received by Madison Dearborn Partners, LLC ("MDP LLC"), the sole general partner of MDP III, as a result of the distribution by MDP III to its partners. |
| (9) | MDP LLC is the record and direct beneficial owner of a total of 7,249 shares received by MDP LLC as a result of distributions by MDP III to its partners. The reporting person is a managing director and member of MDP LLC and may be deemed to have an indirect pecuniary interest in the shares owned by MDP LLC to the extent of the reporting person's proportionate interest in MDP LLC. |
| (10) | Consists of shares of common stock of the issuer received by the reporting person as a result of the distribution by MDP III to its partners. |