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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GCP, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GREENHILL & CO INC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GCP 2000, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GREENHILL ROBERT F 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
NIEHAUS ROBERT H 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X | |||
GREENHILL CAPITAL PARTNERS LP 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022 |
X |
Greenhill Capital Partners, LLC, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GCP 2000, LLC, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GREENHILL & CO., INC., By: /s/ Ulrika Ekman, Ulrika Ekman, General Counsel and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
/s/ Robert F. Greenhill, Robert F. Greenhill | 12/14/2006 | |
**Signature of Reporting Person | Date | |
/s/ Robert H. Niehaus, Robert H. Niehaus | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GREENHILL CAPITAL PARTNERS, L.P., By: GCP, L.P., its general partner and GCP 2000, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**Signature of Reporting Person | Date | |
GREENHILL CAPITAL PARTNERS, L.P., By: GCP Managing Partner L.P., its managing general partner and Greenhill Capital Partners, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary | 12/14/2006 | |
**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) | Pursuant to the terms of the Agreement and Plan of Merger by and among Delek Capital US Inc., formerly known as Arrow Capital US Inc., Arrow Subsidiary Corporation and Republic Companies Group, Inc. dated August 4, 2006, upon the closing of the merger, each issued and outstanding share of Republic Companies Group, Inc. common stock was converted into the right to receive $20.40 per share in cash. |
(2) | This Form 4 is being filed by more than one reporting person. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of (1) Greenhill Capital Partners, L.P., which was the record owner of 1,743,870 shares of Issuer's Common Stock, (2) Greenhill Capital Partners (Executives), L.P., which was the record owner of 275,256 shares of Common Stock, (3) Greenhill Capital, L.P., which was the record owner of 551,327 shares of Common Stock, and (4) Greenhill Capital Partners (Cayman), L.P., which was the record owner of 249,186 shares of Common Stock. GCP 2000, LLC is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus. Mr. Bok was also a member of the Board of Directors of the Issuer. |
(3) | Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein. |