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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 | ||||||||
Series C Participating Convertible Preferred Stock | (2) | 08/07/2007 | C | 45 | (2) | (2) | Common Stock | 6,010 (1) | $ 0 | 0 | I | By ABRY Investment Partnership, L.P. (3) | |||
Series C Participating Convertible Preferred Stock | (2) | 08/07/2007 | C | 24,955 | (2) | (2) | Common Stock | 3,333,160 (1) | $ 0 | 0 | I | By ABRY Mezzanine Partners, L.P. (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
YUDROFF ROYCE C/O ABRY PARTNERS, LLC 111 HUNTINGTON AVENUE, 30TH FLOOR BOSTON, MA 02199 |
X |
/s/ Royce Yudkoff | 08/09/2007 | |
**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) | Reflects a 9 for 1 stock split, which the Issuer effected on August 7, 2007 through a dividend of 8 shares of its common stock for each share of its common stock outstanding immediately prior to consummation of the Issuer?s initial public offering. |
(2) | The series C participating convertible preferred stock converted into the Issuer?s common stock on approximately a 1 to 14.84 basis upon consummation of the Issuer?s initial public offering, and had no expiration date. |
(3) | These shares are owned directly by ABRY Investment Partnership, L.P. The general partner of ABRY Investment Partnership, L.P. is ABRY Investment GP, LLC, of which Royce Yudkoff is the sole member. Mr. Yudkoff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Yudkoff is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(4) | Consists of shares sold in the Issuer's initial public offering, including shares sold pursuant to the underwriters' exercise of their option to purchase additional shares from ABRY Investment Partnership, L.P. in such offering. |
(5) | These shares are owned directly by ABRY Mezzanine Partners, L.P. The general partner of ABRY Mezzanine Partners, L.P. is ABRY Mezzanine Investors, L.P. The general partner of ABRY Mezzanine Investors, L.P. is ABRY Mezzanine Holdings, LLC, of which Royce Yudkoff is the sole member. Mr. Yudkoff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Yudkoff is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(6) | Consists of shares sold in the Issuer's initial public offering, including shares sold pursuant to the underwriters' exercise of their option to purchase additional shares from ABRY Mezzanine Partners, L.P. in such offering. |