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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 | ||||||||
| Class A Cumulative Redeemable Preferred Stock | (1) | 02/15/2005 | J(2) | 71,024.43 | (1) | (3) | Common Stock | 6,272,565 (4) | $ 1,413.05 | 65,757 | I | See Footnote (5) | |||
| Class A Cumulative Redeemable Preferred Stock | (1) | 02/15/2005 | J(2) | 35,512.1 | (1) | (3) | Common Stock | 3,136,272 (4) | $ 1,413.05 | 32,878.43 | I | See Footnote (6) | |||
| Class A Cumulative Redeemable Preferred Stock | (1) | 02/15/2005 | J(2) | 975.35 | (1) | (3) | Common Stock | 86,139 (4) | $ 1,413.05 | 903.01 | I | See Footnote (7) | |||
| Class A Cumulative Redeemable Preferred Stock | (1) | 02/15/2005 | J(2) | 1,799.01 | (1) | (3) | Common Stock | 158,881 (4) | $ 1,413.05 | 1,665.59 | I | See Footnote (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROCHE COLLIN E C/O GTCR GOLDER RAUNER, L.L.C. 6100 SEARS TOWER CHICAGO, IL 60606 |
X | X | ||
| /s/ Jody S. Gale under a Power of Attorney filed on 2/9/05 | 02/17/2005 | |
| **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) | Each share of Class A Cumulative Redeemable Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through February 9, 2005 by (2) the per share initial public offering price of the Common Stock, which is $16.00. |
| (2) | The reported securities were called for redemption by the issuer at a price equal to their liquidation value, plus all accrued and unpaid dividends thereon. |
| (3) | Each share of Class A Cumulative Redeemable Preferred Stock that is not redeemed with the proceeds from the initial public offering of Common Stock will be converted into Common Stock on the 40th day after the closing of Syniverse Holdings, Inc.'s initial public offering of Common Stock. |
| (4) | The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (5) | GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of the shares reported in Table II. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII and GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII. |
| (6) | GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of the shares reported in Table II. GTCR Partners VII is the general partner of Fund VII/A and GTCR is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII/A to the extent of the Reporting Person's indirect proportionate interest in Fund VII/A. |
| (7) | GTCR Co-Invest, L.P. ("Co-Invest") is the direct beneficial owner of the shares reported in Table II. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest. |
| (8) | GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Table II. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners. |