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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 | ||||||||
Non-Employee Director Stock Option (right to buy) (1) | $ 18.238 | 05/18/2005 | A(2) | 10,000 | 05/18/2006 | 05/18/2015 | Common Stock | 10,000 | $ 0 (3) | 30,000 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | X |
By: /s/ Jeffrey W. Ubben | 05/19/2005 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member | 05/19/2005 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member | 05/19/2005 | |
**Signature of Reporting Person | Date | |
VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr. Managing Member | 05/19/2005 | |
**Signature of Reporting Person | Date | |
By: /s/ George F. Hamel, Jr. | 05/19/2005 | |
**Signature of Reporting Person | Date | |
By: /s/ Peter H. Kamin | 05/19/2005 | |
**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) | Non-qualified (nonstatutory) stock option granted under the Amended and Restated Per-Se Technologies, Inc. Non-Employee Director Stock Option Plan (the "Plan"). |
(2) | Annual grant made immediately following the Company's 2005 Annual Meeting of Stockholders, in accordance with Section 5(b)(2) of the Plan. |
(3) | Column 8 is not a required reportable field. |
(4) | Under an agreement with ValueAct Capital Master Fund, L.P., Jeffrey W. Ubben is deemed to hold the options for the benefit of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. and indirectly for VA Partners, LLC as general partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. Jeffrey W. Ubben is a director of Per-Se Technologies, Inc. and Managing Member of VA Partners, LLC. Peter H. Kamin and George F. Hamel are Managing Members of VA Partners, LLC, the General Partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. The reporting persons disclaim beneficial ownership of the reported options except to the extent of their pecuniary interest therein. |
Remarks: Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Per-Se Technologies, Inc. (PSTI) Date of Event Requiring Statement: May 18, 2005 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Per-Se Technologies, Inc. (PSTI) Date of Event Requiring Statement: May 18, 2005 Name: VA Partners, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Per-Se Technologies, Inc. (PSTI) Date of Event Requiring Statement: May 18, 2005 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Per-Se Technologies, Inc. (PSTI) Date of Event Requiring Statement: May 18, 2005 Name: Peter H. Kamin Address: Two International Place, 25th Floor, Boston, MA 02110 Designated Filer: Jeffrey W. Ubben Issuer and Ticker Symbol: Per-Se Technologies, Inc. (PSTI) Date of Event Requiring Statement: May 18, 2005 |