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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 | |
BAIN CAPITAL INVESTORS LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BAIN CAPITAL FUND VI LP C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
Bain Capital VI Coinvestment Fund, L.P. C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP ASSOCIATES II C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP ASSOCIATES II B C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP TRUST ASSOCIATES II C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP TRUST ASSOCIATES II B C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BCIP ASSOCIATES II-C C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
PEP INVESTMENTS PTY LTD C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BAIN CAPITAL PARTNERS VI LP C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X |
Bain Capital Investors, LLC | 06/10/2005 | |
**Signature of Reporting Person | Date | |
by: /s/ Michael F. Goss | 06/10/2005 | |
**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) | Bain Capital Investors, LLC ("BCI"), is the sole general partner of Bain Capital Partners VI, L.P. ("BCP"), which is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI, L.P."). As a result, each of BCI, BCP and Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
(2) | BCP is the sole general partner of Bain Capital VI Coinvestment Fund, L.P. ("Coinvestment Fund VI, L.P."). As a result, each of BCI, BCP and Coinvestment Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
(3) | Bain Capital Investors, LLC ("BCI") is the managing general partner of each of BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II, ("BCIPT II"), BCIP Trust Associates II-B ("BCIPT II-B"), BCIP Associates II-C ("BCIP II-C"), BCIP Repurchase Holdings ("BCIPRH") and BCIP Trust Repurchase Holdings ("BCIPTRH" and, together with BCIP II, BCIP II-B, BCIPT II, BCIPT II-B, BCIP II-C and BCIPRH, the "BCIP Funds") and thus may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the BCIP Funds. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
(4) | BCI is the attorney-in-fact for PEP Investments PTY Ltd. ("PEP") and as a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by PEP. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
(5) | Includes 27,284 shares sold by BCIP II, 3,026 shares sold by BCIP II-B, 8,595 shares sold by BCIPT II, 3,316 shares sold by BCIPT II-B, 10,286 shares sold by BCIP II-C. BCI disclaims beneficial ownership of all such shares, in which it did not have a pecuniary interest. Each of such sales was executed pursuant to a stock trading plan dated June 3, 2005. |
(6) | Shares sold by PEP. BCI disclaims beneficial ownership of all such shares, in which it did not have a pecuniary interst. |