UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
WARBURG PINCUS X PARTNERS, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
Warburg Pincus Partners LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
WARBURG PINCUS & CO 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
LANDY JOSEPH C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
/s/ Scott A. Arenare. See Exhibit 1 for the complete Joint Filers' Signatures. | 12/17/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X") is the holder of an aggregate of 4,525,230 shares of Common Stock. Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPP X" and together with WP X, the "Funds") is the holder of an aggregate of 144,770 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds ("WP X LP"), Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the sole general partner of WP X LP, Warburg Pincus Partners, LLC, a New York limited liability company ("WPP LLC") and the sole member of WP X LLC, Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages each of the Funds, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP LLC, (cont'd on Footnote 2) |
(2) | and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by the Funds. Each of the Funds, WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy is a "Reporting Person" and collectively, the "Warburg Pincus Reporting Persons." |
(3) | Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. |
(4) | Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than the WP X and WPP X, herein states that this Statement shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock. |