|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 18 | (9) | 10/31/2023 | Common Stock | 40,808 | 40,808 | I | See Footnote. (10) | |||||||
| Stock Option (Right to Buy) | $ 21.53 | (11) | 10/27/2024 | Common Stock | 30,396 | 30,396 | I | See Footnote. (12) | |||||||
| Stock Option (Right to Buy) | $ 17.28 | (13) | 08/03/2025 | Common Stock | 35,463 | 35,463 | I | See Footnote. (14) | |||||||
| Stock Option (Right to Buy) | $ 5.35 | 08/01/2016 | (15) | A | 92,025 | (16) | 08/01/2026 | Common Stock | 92,025 | $ 0 (17) | 92,025 | I | See Footnote. (18) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| TCS Co-Invest, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BLVD STE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LGP MANAGEMENT INC 11111 SANTA MONICA BLVD STE 2000 LOS ANGELES,, CA 90025 |
X | X | ||
| PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LGP Associates V LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| /s/ Lance J.T. Schumacher, as attorney-in-fact | 08/03/2016 | |
| **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) | Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V"). |
| (2) | GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the manager of GEI V, GEI Side V and Peridot Coinvest Manager LLC ("Peridot"), and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot is the manager of LGP Associates V LLC ("Associates V"). Associates V is the manager of TCS. |
| (3) | GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V, GEI Side V and Peridot, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, Peridot, as the manager of Associates V, and Associates V, as the manager of TCS, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares and TCS's Shares, in the case of GEI V, the GEI Side V Shares and TCS's Shares, and in the case of TCS, the GEI V Shares and the GEI Side V Shares) owned by GEI V, GEI Side V, or TCS. |
| (4) | Each of GEI Side V, TCS, GEIC, Holdings, LGP, LGPM, Peridot, and Associates V disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| (5) | Represents shares of Common Stock held directly by GEI Side V. |
| (6) | Each of GEI V, TCS, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| (7) | Represents shares of Common Stock held directly by TCS. |
| (8) | Each of GEI V, GEI Side V, LGP, LGPM, GEIC, Holdings, Peridot and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| (9) | The options reported on this row are fully vested. |
| (10) | The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff and Mr. Flynn each holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. |
| (11) | Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on August 2, 2015; (ii) the second installment vested on July 31, 2016; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third annual meeting of the Issuer's stockholders (any annual meeting of the Issuer's stockholders, an "Annual Meeting") following October 27, 2014 and (y) August 4, 2017. |
| (12) | The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. |
| (13) | Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on July 31, 2016; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following August 3, 2015 (the "Second Grant Date") and (y) August 3, 2017; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) August 3, 2018. |
| (14) | The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. |
| (15) | Not applicable. |
| (16) | Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment shall vest on the earlier of (x) the day immediately preceding the date of the first Annual Meeting following August 1, 2016 (the "Third Grant Date") and (y) August 1, 2017; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Third Grant Date and (y) August 1, 2018; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Third Grant Date and (y) August 1, 2019. |
| (17) | Granted as compensation for services. |
| (18) | The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 30,675 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options. |
| Remarks: GEI V may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of its right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of a securities purchase agreement dated as of August 15, 2007, as amended, by and among the Issuer, GEI V, GEI Side V, and TCS. | |