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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 | |
Charlesbank Equity Fund VI, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X | |||
Charlesbank Equity Fund VI GP, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X | |||
CHARLESBANK CAPITAL PARTNERS LLC C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X | |||
CB Offshore Equity Fund VI LP C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X | |||
Charlesbank Equity Coinvestment Fund VI Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X | |||
CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON, 54TH FLOOR BOSTON, MA 02116 |
X |
CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP, By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**Signature of Reporting Person | Date | |
CHARLESBANK EQUITY FUND VI GP, LIMITED PARTNERSHIP, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**Signature of Reporting Person | Date | |
CHARLESBANK CAPITAL PARTNERS, LLC, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**Signature of Reporting Person | Date | |
CB OFFSHORE EQUITY FUND VI, L.P., By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**Signature of Reporting Person | Date | |
CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP, By: Charlesbank Equity Fund VI GP, Limited Partnership, its general partner, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**Signature of Reporting Person | Date | |
CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP, By: Charlesbank Capital Partners, LLC, its general partner, By: /s/ Tami Nason, General Counsel | 03/24/2015 | |
**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) | Following the reported transaction, consists of (i) 17,032,309 shares held of record by Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), (ii) 1,979,491 shares held of record by CB Offshore Equity Fund VI, L.P. ("Offshore VI"), (iii) 763,318 shares held of record by Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and, together with Fund VI and Offshore VI, the "Charlesbank Funds") and (iv) 57,750 shares held of record by Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest"). Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP") is the general partner of each of the Charlesbank Funds. Charlesbank Capital Partners, LLC ("Charlesbank") is the general partner of Coinvest and Equity VI GP. (continued) |
(2) | (continued from footnote 1) Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, an investment committee (the "Investment Committee") consisting of ten members, each a Managing Director of Charlesbank, has investment and voting authority over the securities held by the Charlesbank Funds. Each of the foregoing entities and the individual members of the Investment Committee disclaims beneficial ownership of the shares held of record by the Charlesbank Funds and Coinvest, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |