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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 | ||||||||
Series A Cumulative Reedemable Convertible Preferred Stock | (6) | 11/22/2006 | C | 7,470,523 | (7) | (6) | Common Stock | 7,470,523 | (6) | 0 | I | See Note (1) | |||
Series A Cumulative Reedemable Convertible Preferred Stock | (6) | 11/22/2006 | C | 122,400 | (7) | (6) | Common Stock | 122,400 | (6) | 0 | I | See Note (2) | |||
Series A Cumulative Reedemable Convertible Preferred Stock | (6) | 11/22/2006 | C | 438,762 | (7) | (6) | Common Stock | 438,762 | (6) | 0 | I | See Note (3) | |||
Series A Cumulative Reedemable Convertible Preferred Stock | (6) | 11/22/2006 | C | 107,262 | (7) | (6) | Common Stock | 107,262 | (6) | 0 | I | See Note (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORD WILLIAM E GENERAL ATLANTIC SERVICE COMPANY, LLC 3 PICKWICK PLAZA GREENWICH, CT 06830 |
X |
/s/ William E. Ford | 11/27/2006 | |
**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) | By General Atlantic Partners 82, L.P. ("GAP 82"). |
(2) | By GapStar, LLC ("GapStar"). |
(3) | By GAP Coinvestments III, LLC ("GAPCO III"). |
(4) | By GAP Coinvestments IV, LLC ("GAPCO IV"). |
(5) | 8,138,947 shares represents 7,470,523 shares owned by General Atlantic Partners 82, L.P. ("GAP 82"), 122,400 shares owned by GapStar, LLC ("GapStar"), 438,762 shares owned by GAP Coinvestments III, LLC ("GAPCO III") and 107,262 shares owned by GAP Coinvestments IV, LLC ("GAPCO IV"). General Atlantic LLC ("GA LLC") is the general partner of GAP 82 and the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are Managing Directors of GA LLC. Mr. Ford is President and a Managing Director of GA LLC, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Ford has no pecuniary interst in the shares of the issuer owned by GAPCO GmbH & Co. KG and GAP Coinvestments CDA, L.P. |
(6) | Upon the closing of the issuer's initial public offering of shares of Common Stock, every one share of Series A Cumulative Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock. |
(7) | Immediately. |