Edgar Filing: Nalco Holding CO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â NALCO LLC

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2004

3. Issuer Name and Ticker or Trading Symbol
Nalco Holding CO [NLC]

(Last)

(First)

(Middle)

1601 WEST DIEHL ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
11/10/2004

(Street)

NAPERVILLE,Â ILÂ 60563-1198

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	90,552,258 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	Â ⁽²⁾⁽³⁾	Â ⁽²⁾⁽³⁾	Common Stock, par value $0.01 per share	6,191,854 ⁽²⁾ ⁽³⁾	$ 0.01	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NALCO LLC 1601 WEST DIEHL ROAD NAPERVILLE,Â ILÂ 60563-1198	Â	Â X	Â	Â

Signatures

/s/Stephen N. Landsman, VP, Gen Csnl, Corp Sec		11/18/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The 90,552,258 shares of Nalco Holding Company's common stock reported as beneficially owned in the above table reflects the issuance of a dividend of 90,552,158 shares of Nalco Holding Company's common stock to Nalco LLC on November 16, 2004.
(2)	On November 16, 2004, Nalco Holding Company issued warrants to Nalco LLC, which will allow Nalco LLC to purchase, for $0.01 per share, up to 6,191,854 shares of Nalco Holding Company common stock (the "Warrants"). See the Warrant Agreement which is filed as Exhibit 10.4 to the Form 8-K of Nalco Holding Company, filed on November 18, 2004. This will enable Nalco LLC to deliver Nalco Holding Company common stock to Nalco Holding Company's management in exchange for certain class A units and vested class B, C and D units of Nalco LLC. For more information about the Nalco LLC units, see the Management Members Agreements, which are filed as Exhibits 10.30 to 10.39 to the Registration Statement on Form S-1 of Nalco Holding Company (File No. 333-118583).
(3)	Subject to limited exceptions, the Warrants become exercisable upon certain dates subject to acceleration upon Nalco LLC achieving certain EBITDA targets. In the event that Nalco LLC at any time holds more shares acquired upon exercise of the Warrants than it would be required to use to satisfy management exchange rights, Nalco LLC will be obligated to place any such excess Nalco Holding Company common stock into an escrow account for use in connection with delivery of such common stock in connection with employee incentive compensation plans. Upon depositing such excess common stock with the escrow agent, Nalco LLC will have no further rights with respect to the excess common stock.
Â Remarks: ThisÂ amendedÂ FormÂ 3Â isÂ beingÂ filedÂ toÂ reportÂ theÂ definitiveÂ numberÂ ofÂ sharesÂ ofÂ theÂ Issuer'sÂ commonÂ stockÂ thatÂ wereÂ issuedÂ toÂ NalcoÂ LLCÂ pursuantÂ toÂ theÂ reportedÂ stockÂ dividendÂ andÂ theÂ definitiveÂ numberÂ ofÂ sharesÂ underlyingÂ theÂ warrantÂ thatÂ wasÂ issuedÂ toÂ NalcoÂ LLC,Â whichÂ sharesÂ wereÂ reflectedÂ inÂ theÂ originalÂ reportÂ onÂ anÂ estimatedÂ basis,Â andÂ toÂ correspondinglyÂ updateÂ theÂ numberÂ ofÂ sharesÂ ofÂ theÂ Issuer'sÂ commonÂ stockÂ reportedÂ asÂ beneficiallyÂ ownedÂ byÂ theÂ reportingÂ person.

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