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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 | |
| JOYCE JOHN R C/O SILVER LAKE PARTNERS, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| /s/ Karen M. King, Attorney-in-Fact for John R. Joyce | 11/24/2009 | |
| **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) | Owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C. (collectively, the "Silver Lake Entities"). Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Partners Management Company, L.L.C. is the Manager of Silver Lake Technology Investors, L.L.C. Mr. Joyce is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and Silver Lake Technology Management, L.L.C, the managing member of Silver Lake Partners Management Company, L.L.C. As such, Mr. Joyce could be deemed to have a shared voting and/or dispositive power over these shares. However, Mr. Joyce disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
| (2) | Of the 55,700 shares sold by the Silver Lake Entities on November 20, 2009, (i) Silver Lake Partners, L.P. sold 51,295 shares; (ii) Silver Lake Investors, L.P. sold 1,476 shares; and Silver Lake Technology Investors, L.L.C. sold 2,929 shares. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted by the Silver Lake Entities with respect to the Common Stock of the Issuer. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.39. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (4) | Of the 46,817 shares sold by the Silver Lake Entities on November 23, 2009, (i) Silver Lake Partners, L.P. sold 43,115 shares; (ii) Silver Lake Investors, L.P. sold 1,240 shares; and Silver Lake Technology Investors, L.L.C. sold 2,462 shares. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted by the Silver Lake Entities with respect to the Common Stock of the Issuer. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.50 to $19.97. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (6) | Of the 44,406 shares sold by the Silver Lake Entities on November 24, 2009, (i) Silver Lake Partners, L.P. sold 40,895 shares; (ii) Silver Lake Investors, L.P. sold 1,176 shares; and Silver Lake Technology Investors, L.L.C. sold 2,335 shares. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted by the Silver Lake Entities with respect to the Common Stock of the Issuer. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.22 to $19.60. The Reporting Person undertakes to provide to the Issuer, any secure holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |