|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units (1) (2) | $ 0 | 05/20/2008 | J(3) | 23,179 | 05/20/2008 | (4) | Common Stock | 23,179 | $ 0 | 23,179 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZAKEN JORDAN C C/O APOLLO MANAGEMENT IV, L.P. 9 WEST 57TH STREET NEW YORK, NY 10019 |
X | |||
| /s/ Peter H. Kesser, attorney-in-fact | 05/22/2008 | |
| **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) | The reporting person owns units representing a limited partner interest in Verso Paper Management LP. Mr. Zaken is associated with Apollo Management, L.P. ("Management") and its affiliated investment managers, including Verso Paper Investments LP ("VP Investments"), the general partner of Verso Paper Management LP ("VP Management"), which is the record owner of 35,234,147 shares of common stock of Verso Paper Corp (the "Issuer"). Verso Paper Investments Management LLC ("Investments Management LLC") is the general partner of VP Investments. CMP Apollo LLC is the sole and managing member of Investments Management LLC, Apollo Management VI, L.P. ("Management VI") is the sole and managing member of CMP Apollo LLC, AIF VI Management, LLC ( "AIF VI LLC") is the general partner of Management VI, Management is the sole member and manager of AIF VI LLC, and Apollo Management GP, LLC ("Apollo Management GP") is the general partner of Apollo Management. (Continue to footnote 2) |
| (2) | This report does not include any securities of the Issuer that may be deemed beneficially owned by VP Management, VP Investments, Investments Management LLC, CMP Apollo LLC, Management VI, AIF VI LLC, Management, or Apollo Management GP, and Mr. Zaken disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Zaken is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | On May 20, 2008, Verso Paper Corp. completed its initial public offering of common stock. On that date, and in connection with the closing of the offering, the limited partnership agreement of Verso Paper Management LP, which before the offering had been the sole stockholder of Verso Paper Corp., was amended to, among other things, provide that each unit in Verso Paper Management LP may be exchanged, subject to certain restrictions, for one share of common stock of Verso Paper Corp. owned by Verso Paper Management LP. |
| (4) | The right to exchange units in Verso Paper Management LP for common stock of Verso Paper Corp. has no expiration date. |