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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 | |
GTCR GOLDER RAUNER LLC C/O GTCR GOLDER RAUNER, LLC SEARS TOWER #6100 CHICAGO, IL 60606-6402 |
X |
/s/ Jody S. Gale under a Power of Attorney | 03/07/2008 | |
**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) | Shares were received on February 26, 2008 as a result of a pro rata distribution from GTCR Co-Invest, L.P. ("Co-Invest"). This acquisition was exempt from Section 16 pursuant to Rule 16a-13. |
(2) | Reflects 15,947,649 shares beneficially owned by GTCR Partners VII, L.P. ("GTCR Partners VII"), Co-Invest and GTCR Partners VI, L.P. ("GTCR Partners VI") by virtue of GTCR being the general partner of GTCR Partners VII, Co-Invest and GTCR Partners VI. This aggregate share amount includes shares held directly by GTCR Fund VII, L.P. ("Fund VII"), GTCR Fund VII/A, L.P. ("Fund VII/A") and GTCR Capital Partners, L.P. ("Capital Partners"), by virtue of: (i) GTCR Partners VII being the general partner of Fund VII and Fund VII/A, (ii) GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") being the general partner of Capital Partners and (iii) GTCR Partners VI being the general partner of Mezzanine Partners. (Contiuned to footnote 3) |
(3) | As such, GTCR may be deemed to be the beneficial owner of such shares. GTCR expressly disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |