|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (Right to Buy) | 03/14/2007 | 03/14/2017 | Common Stock | 2,245,772 (4) | $ 13.39 | I (3) (6) | General Partner/Managing Member/Manager (3) (6) |
| Warrants (Right to Buy) | 12/11/2009 | 12/07/2017 | Common Stock | 89,588 (5) | $ 8.37 | I (3) (7) | General Partner/Managing Member/Manager (3) (7) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HC EQUITY PARTNERS V, L.L.C. 1455 PENNSYLVANIA AVENUE SUITE 350 WASHINGTON, DC 20004 |
 |  X |  |  |
| HCI EQUITY MANAGEMENT, L.P. 1455 PENNSYLVANIA AVENUE SUITE 350 WASHINGTON, DC 20004 |
 |  X |  |  |
| HCI MANAGEMENT III, L.P. 1455 PENNSYLVANIA AVENUE SUITE 350 WASHINGTON, DC 20004 |
 |  X |  |  |
| HCI EQUITY PARTNERS, L.L.C. 1455 PENNSYLVANIA AVENUE SUITE 350 WASHINGTON, DC 20004 |
 |  X |  |  |
| HC Equity Partners V, L.L.C. - /s/ Lisa Costello, CFO | 05/13/2011 | |
| **Signature of Reporting Person | Date | |
| HCI Equity Management, L.P. - /s/ Lisa Costello, CFO | 05/13/2011 | |
| **Signature of Reporting Person | Date | |
| HCI Management III, L.P. - /s/ Lisa Costello, CFO | 05/13/2011 | |
| **Signature of Reporting Person | Date | |
| HCI Equity Partners, L.L.C. - /s/ Lisa Costello, CFO | 05/13/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Represents 11,632,192 shares held by Thayer Equity Investors V, L.P. ("Thayer"); 24,639 shares held by TC Roadrunner-Dawes Holdings, L.L.C. ("TC Roadrunner"); 24,455 shares held by TC Sargent Holdings, L.L.C. ("TC Sargent"); 2,528,947 shares held by HCI Equity Partners III, L.P. (f/k/a Thayer | Hidden Creek Partners II, L.P. ) ("Partners III"); and 36,662 shares held by HCI Co-Investors III, L.P. (f/k/a THC Co-Investors II, L.P.) ("Co-Investors III"). On May 11, 2011, HC Equity Partners V, L.L.C. ("HC Equity") became the general partner of Thayer; HCI Equity Management, L.P. ("HCI") became the sole manager of TC Co-Investors V, L.L.C. ("Co-Investors"), the managing member of TC Sargent and TC Roadrunner; HCI Management III, L.P. ("HCI Management III") became the general partner of Partners III and Co-Investors III (collectively, the "Restructuring"). HCI Equity Partners, L.L.C. ("HCI Equity Partners") is the managing member/general partner of HC Equity, HCI and HCI Management III. |
| (2) | On May 11, 2011, HC Equity became the general partner of Thayer; HCI became the sole manager of Co-Investors, the managing member of TC Sargent and TC Roadrunner; HCI Management III became the general partner of Partners III and Co-Investors III. HCI Equity Partners is the managing member/general partner of HC Equity, HCI and HCI Management III. As such, HC Equity, HCI, HCI Management III and HCI Equity Partners may be deemed to be beneficial owners of the shares reported in Table I. Each of HC Equity, HCI, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the shares reported in Table I except to the extent of any pecuniary interest therein. The filing of this form should not be deemed an admission that HC Equity, HCI, HCI Management III or HCI Equity Partners is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| (3) | The Restructuring was undertaken in connection with the withdrawal of a person (the "Departing Partner") from the entities replaced by HC Equity, HCI, HCI Management III and HCI Equity Partners (the "HCI Parties") and the formation of the HCI Parties by the remaining members and limited partners of those replaced entities. Each HCI Party has ownership and economic interests equivalent to the entity it replaced, except the Departing Partner has separately retained certain economic rights and obligations equivalent to what he held and is not a part of the HCI Parties. The Restructuring did not change the identity or holdings of the direct beneficial owners of the shares reported on Table I and the warrants reported on Table II. No one received or paid any consideration for the shares or warrants in connection with the Restructuring. The ultimate pecuniary interests, to the extent any such interests exist, in the shares and warrants reported herein have neither increased nor decreased. |
| (4) | Represents warrants to purchase 2,224,629 shares of common stock held by Thayer and warrants to purchase 21,143 shares of common stock held by TC Sargent. |
| (5) | Represents warrants to purchase 89,588 shares of common stock held by Thayer. |
| (6) | On May 11, 2011, HC Equity became the general partner of Thayer, and HCI Management III became the sole manager of Co-Investors. HCI Equity Partners is the managing member of HCI Equity and the general partner of HCI Management III. As such, HC Equity, HCI Management III and HCI Equity Partners may be deemed to be beneficial owners of the warrants reported in Table II. Each of HC Equity, HCI Management III, and HCI Equity Partners expressly disclaims beneficial ownership of the warrants reported in Table II except to the extent of any pecuniary interest therein. The filing of this form should not be deemed an admission that HC Equity, HCI Management III or HCI Equity Partners is, for Section 16 purposes or otherwise, the beneficial owner of such warrants. |
| (7) | On May 11, 2011, HC Equity became the general partner of Thayer, and HCI Equity Partners is the managing member of HC Equity. As such, HC Equity and HCI Equity Partners may be deemed to be beneficial owners of the warrants reported in Table II. Each of HC Equity and HCI Equity Partners expressly disclaims beneficial ownership of the warrants reported in Table II except to the extent of any pecuniary interest therein. The filing of this form should not be deemed an admission that either HC Equity or HCI Equity Partners is, for Section 16 purposes or otherwise, the beneficial owner of such warrants. |