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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 | ||||||||
| Prepaid Forward Contract (3) | (3) | 08/23/2011 | J | 1 | (3) | 04/04/2012 | Common Stock, par value $0.01 per share | 35,175 | (3) | 1 | I | See Explanation of Responses (1) (2) (3) (6) | |||
| Prepaid Forward Contract (4) | (4) | 08/24/2011 | J | 1 | (4) | 04/04/2012 | Common Stock, par value $0.01 per share | 8,755 | (4) | 1 | I | See Explanation of Responses (1) (2) (4) (6) | |||
| Prepaid Forward Contract (5) | (5) | 08/25/2011 | J | 1 | (5) | 04/04/2012 | Common Stock, par value $0.01 per share | 30,435 | (5) | 1 | I | See Explanation of Responses (1) (2) (5) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | X | ||
| /s/ Ronald Cami, on behalf of David Bonderman (7) | 08/25/2011 | |
| **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) | David Bonderman (the "Reporting Person") is a director, officer and shareholder of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of both TPG GenPar V Advisors, LLC, a Delaware limited liability company ("Advisors V") and TPG GenPar VI Advisors, LLC, a Delaware limited liability company ("Advisors VI"). Mr. Bonderman is a director, officer and shareholder of TPG Advisors VI, Inc., a Delaware Corporation ("TPG Advisors VI"). |
| (2) | Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Partners V, L.P. a Delaware limited partnership ("Partners V"), TPG FOF V-A, L.P., a Delaware limited partnership ("FOF V-A"), and TPG FOF V-B, L.P., a Delaware limited partnership ("FOF V-B"). Advisors VI is the general partner of TPG GenPar VI, L.P., a Delaware limited partnership, which is the general partner of TPG Partners VI, L.P., a Delaware limited partnership ("Partners VI"). TPG Advisors VI is the general partner of FOF VI SPV, L.P., a Delaware limited partnership ("FOF VI"). Partners V is the managing member of Armor TPG Holdings LLC ("Armor TPG"), whose membership interests are, collectively, wholly owned by Partners V, Partners VI, FOF V-A, FOF V-B and FOF VI. Armor TPG directly holds 7,001,892 shares of Common Stock of the Issuer. |
| (3) | On August 23, 2011, Armor TPG entered into a forward transaction with Societe Generale ("SG") (the "August 23 Forward Transaction") with respect to 35,175 shares of Common Stock of the Issuer at a forward price of $36.2035 per share. Subject to Armor TPG's right to accelerate the settlement of the August 23 Forward Transaction upon one business day's notice, the August 23 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 23 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied. |
| (4) | On August 24, 2011, Armor TPG entered into a forward transaction with SG (the "August 24 Forward Transaction") with respect to 8,755 shares of Common Stock of the Issuer at a forward price of $36.8587 per share. Subject to Armor TPG's right to accelerate the settlement of the August 24 Forward Transaction upon one business day's notice, the August 24 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 24 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied. |
| (5) | On August 25, 2011, Armor TPG entered into a forward transaction with SG (the "August 25 Forward Transaction") with respect to 30,435 shares of Common Stock of the Issuer at a forward price of $37.1199 per share. Subject to Armor TPG's right to accelerate the settlement of the August 25 Forward Transaction upon one business day's notice, the August 25 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 25 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied. |
| (6) | Because of the Reporting Person's relationship to Armor TPG, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by Armor TPG to the extent of the greater of its respective direct or indirect pecuniary interests in the profits or capital accounts of Armor TPG. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Common Stock of the Issuer in excess of such amounts. |
| Remarks: (7) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission. | |