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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 | ||||||||
10% Series A Convertible Senior Secured Notes due 2015 | $ 34.0059 | 07/22/2013 | 03/31/2015 | Common Stock | 366,963 (3) | $ 12,478,948 | I | See footnotes (2) | |||||||
10% Series B Convertible Senior Secured Notes due 2015 | $ 18.5334 | 09/16/2011 | 03/31/2015 | Common Stock | 1,261,153 (4) | $ 18,679,890.88 | I | See footnotes (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
Carlyle Group L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
Carlyle Holdings I L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
TC Group, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
TC Group Sub L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X |
CARLYLE GROUP MANAGEMENT L.L.C. By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
THE CARLYLE GROUP L.P. By: Carlyle Group Management L.L.C., its general partner By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
CARLYLE HOLDINGS I GP INC. By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
CARLYLE HOLDINGS I GP SUB L.L.C. By: Carlyle Holdings I GP Inc., its managing member By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
CARLYLE HOLDINGS I L.P. By: Carlyle Holdings I GP Sub L.L.C., its general partner By: Carlyle Holdings I GP Inc., its managing member By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
TC GROUP, L.L.C. By: Carlyle Holdings I L.P., its managing member By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**Signature of Reporting Person | Date | |
TC GROUP SUB L.P. By: TC Group, L.L.C., its general partner By: Carlyle Holdings I L.P., its managing member By: /s/ R. Rainey Hoffman, attorney-in-fact | 05/29/2013 | |
**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) | Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. are the record holders of 351,528 and 12,218 shares of common stock, respectively. |
(2) | Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CSP II, L.L.C., which is the general partner of CSP II General Partner, L.P., which is the general partner of each of Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. |
(3) | Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. are the record holders of $12,059,764 and $419,184, respectively, in aggregate principal amount of 10% Series A Convertible Senior Secured Notes due 2015 (the "Series A Notes"), which are convertible into 354,637 and 12,326 shares of Common Stock, respectively. The amount of Series A Notes reported herein is greater than the amount reported in the amendment to Form 4 filed on December 12, 2012, as it includes interest that has been paid in pay-in-kind notes through the date of this amendment to Form 4. |
(4) | Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. are the record holders of $18,052,402.85 and $627,488.03, respectively, in aggregate principal amount of 10% Series B Convertible Senior Secured Notes due 2015 (the "Series B Notes"), which are convertible into 1,183,671 and 77,482 shares of Common Stock, respectively. The amount of Series B Notes reported herein includes Series B Notes payable as a make-whole amount equal to the sum of the interest that would have been paid in pay-in-kind notes on the principal amount of Series B Notes from the last date interest was paid on such Series B Notes through and including March 31, 2015. The make-whole amount is payable upon conversion of the Series B Notes in shares of Common Stock at a price per share equal to the conversion price of the Series B Notes. |
Remarks: This amendment to Form 4 is being filed to correct the number of shares of Common Stock held of record by Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P., which was misreported in the amendment to Form 4 filed on filed on December 12, 2012. The reporting persons have not executed any transactions in the Common Stock, 10% Series A Convertible Senior Secured Notes due 2015, 10% Series B Convertible Senior Secured Notes due 2015 or any other securities of the Issuer since the transactions reported in the amendment to Form 4 filed on filed on December 12, 2012. Due to the limitations of the electronic filing system, each of TC Group CSP II, L.L.C., CSP II General Partner, L.P., Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. are filing a separate Form 4. |