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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 | ||||||||
| Limited partner interests (1) | (2) | 02/15/2006 | M | 0 (2) | 02/15/2006 | 02/15/2006 | Common Units representing limited partner interests | 40,646,551 | $ 0 | 0 | I | Held through subsidiaries (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Carlyle Investment Management LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC 20004-2505 |
X | |||
| TC GROUP LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC 20004-2505 |
X | |||
| TCG HOLDINGS LLC 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC 20004-2505 |
X | |||
| Daniel A. D'Aniello, Managing Director | 03/13/2008 | |
| **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) | 47.1% of these limited partner interests are indirectly and partially owned by Carlyle Investment Management L.L.C., which is a member of a "group" for purposes of Section 13(d) of the Exchange Act including TC Group, L.L.C. and TCG Holdings, L.L.C., as well as other entities not jointly filing on this Form 4. The joint filers are jointly filing this Form 4 and information regarding the joint filers other than Carlyle Investment Management L.L.C. is set forth on Exhibit 99 attached to this Form 4. Carlyle Investment Management L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. |
| (2) | Not applicable. The limited partner interests were converted, on a one-to-one basis, to common units representing limited partner interests in connection with the initial public offering of the issuer. |
| (3) | Carlyle Investment Management L.L.C. indirectly owns 47.1% of the limited partner interests held by the group, or 4,164,202 shares. |
| (4) | On January 1, 2008 the pecuniary interest in these securities was transferred for no consideration to entities not controlled by the reporting persons. |