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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) | $ 1.01 | 10/01/2008 | A | 30,000 | (1) | 10/01/2018 | Class A Common Stock | 30,000 | (2) | 30,000 | I | By CDR-Satco, LLC (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WASSERMAN DAVID H |
X | |||
| /s/ John L. Flynn, attorney-in-fact | 10/03/2008 | |
| **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 shares subject to this option vest in four equal annual installments (measured from the date of grant) beginning with the vesting commencement date of October 1, 2008. |
| (2) | Stock option to purchase 30,000 shares of the Issuer's Class A Common Stock automatically granted to Clayton, Dubilier & Rice, Inc. on October 1, 2008, pursuant to the Issuer's Board Compensation Policy for continued board service, in accordance with the terms of the 2000 Stock Incentive Plan, as Amended and Restated Effective June 15, 2007. |
| (3) | The Reporting Person disclaims any beneficial ownership of the Issuers securities directly owned by CDR and beneficially owned by the Fund, except to the extent of any pecuniary interest as a result of the relationships described above. |
| (4) | The Reporting Person is an officer of CDR-Satco, LLC ("CDR"). The Reporting Person is an employee of Clayton, Dubilier & Rice, Inc. ("CD&R"), which acts as investment adviser to Clayton, Dubilier & Rice Fund VI Limited Partnership ("Fund"), the sole member of CDR and the beneficial owners of the Issuer's securities held by CDR. In addition, the Reporting Person is a limited partner of CD&R Associates VI Limited Partnership ("Associates LP"), the general partner of the Fund, which is entitled to a portion of the net gain realized by the Fund on its investments, and a director of CD&R Investment Associates VI, Inc., the general partner of Associates LP. Accordingly, the Reporting Person may be deemed to share the power to vote or to direct the vote of and to dispose and to direct the disposition of the Issuer's securities beneficially owned by the Fund. |