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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 | |
| BDT CAPITAL PARTNERS, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
| BDTCP GP I, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
| BDT CF ACQUISITION VEHICLE, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL 60611 |
X | X | ||
| BDTP GP, LLC 401 NORTH MICHIGAN AVENUE SUITE 300 CHICAGO, IL 60611 |
X | X | ||
| Trott Byron D 401 NORTH MICHIGAN AVENUE SUITE 300 CHICAGO, IL 60611 |
X | X | ||
| /s/ Byron D. Trott (on behalf of himself and each other reporting person hereunder) | 08/01/2014 | |
| **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) | On July 30, 2014, San W. Orr, III transferred 828 shares of Common Stock to BDT CF Acquisition Vehicle, LLC (the "Investor"). Mr. Orr has been designated for election to Colfax Corp.'s (the"Issuer") Board of Directors by the Investor, an investor, together with certain related entities, in the Issuer. |
| (2) | Does not include 167,626 shares of Common Stock owned by an employee investment vehicle, as described below in the Remarks. |
| Remarks: This Form 4 is jointly filed by (i) BDT Capital Partners, LLC ("BDT CP"), (ii) BDTCP GP I, LLC ("BDTCP GP I"), (iii) the Investor, (iv) Byron D. Trott, and (v) BDTP GP, LLC ("BDTP"). Mr. Trott is the sole member of BDTP, which is the managing member of BDT CP. BDT CP is the manager of BDTCP GP I, which is the general partner of the Investor. The Investor beneficially owns 12,175,502 shares of Common Stock including the 828 shares of Common Stock previously held in the name of Mr. Orr and reported on this Form 4. Certain investment funds (the "BDT Investment Funds") controlled by BDTCP GP I beneficially own, in the aggregate, 4,078,902 shares of Common Stock. Each of Mr. Trott, BDTP, BDT CP and BDTCP GP I, by virtue of his or its direct or indirect control of the Investor and the BDT Investment Funds, may be deemed to beneficially own the securities held by the Investor and the BDT Investment Funds. An employee investment vehicle (the "BDT Investment Vehicle") controlled by BDTP own 167,626 shares of Common Stock. Each of Mr. Trott and BDTP, by virtue of his or its indirect control of the BDT Investment Vehicle, may be deemed to beneficially own the securities held by the BDT Investment Vehicle. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |