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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 | ||||||||
| Stock Option (right to buy) | $ 15 | 08/21/2008 | D(2) | 7,777 | 09/07/2007 | 08/06/2017 | Common Stock | 7,777 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 10.25 | 08/21/2008 | D(2) | 3,888 | 06/29/2008 | 05/29/2018 | Common Stock | 3,888 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 08/21/2008 | D | 1,005 | (3) | (3) | Common Stock | 1,005 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 08/21/2008 | D | 1,951 | (3) | (3) | Common Stock | 1,951 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Blaisdell Thomas B C/O DCM INVESTMENT MANAGEMENT III, LLC 2420 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
X | X | ||
| DCM Affiliates Fund III, L.P. 2420 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X | |||
| DCM III, L.P. 2420 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X | |||
| DCM III-A, L.P. 2420 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X | |||
| DCM Investment Management III, LLC 2420 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X | |||
| /s/ Thomas B. Blaisdell | 08/21/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Thomas B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner | 08/21/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Thomas B. Blaisdell, its managing member | 08/21/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Thoms B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner | 08/21/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Thomas B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner | 08/21/2008 | |
| **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) | In connection with the merger of a subsidiary of US Investigations Services, LLC into Issuer on August 21, 2008 pursuant to an agreement and plan of merger dated June 9, 2008, as amended, all shares of Issuer common stock were converted into the right to receive $19.75 per share in cash, without interest and less any applicable withholding taxes. |
| (2) | This option, the vesting of which was partially accelerated in connection with the merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the difference between $19.75 and the exercise price, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes. |
| (3) | These phantom stock units were cancelled in the merger in exchange for the right to receive a cash payment of $19.75 per unit, without interest and less applicable withholding taxes. |
| (4) | These securities are owned solely by the entity set forth as the indirect beneficial owner herein, who may be deemed to be a member of a "group" pursuant to Section 13(d) of the Exchange Act with the other entities listed as indirect beneficial owners of other securities herein (collectively, the "DCM Funds"). DCM Investment Management, LLC ("DCM Management") is the general partner of each of the DCM Funds, and may be deemed to be an indirect beneficial owner of the securities. Thomas Blaisdell is a member of DCM Management and may be deemed to be an indirect beneficial owner of the securities. DCM Management and Mr. Blaisdell each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |