CUSIP No. 636180101 |
Page 2 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage GP, L.L.C. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
6,440,875 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
6,440,875 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,440,875 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% | ||
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 636180101 |
Page 3 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
1,180,598 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
1,180,598 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,598 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% | ||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 636180101 |
Page 4 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage (California), L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
628,800 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
628,800 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,800 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | ||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 636180101 |
Page 5 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage (California) II, L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
2,073,496 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
2,073,496 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,496 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | ||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 636180101 |
Page 6 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage (Texas), L.P. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
120,400 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
120,400 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,400 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | ||
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 636180101 |
Page 7 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage Advisers, L.L.C. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
4,234,196 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
4,234,196 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,234,196 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% | ||
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 636180101 |
Page 8 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage (Cayman) Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Cayman Islands | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
230,902 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
230,902 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,902 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | ||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 636180101 |
Page 9 of 24 Pages |
1 |
NAME OF REPORTING PERSON
New Mountain Vantage HoldCo Ltd. | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Cayman Islands | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
230,902 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
230,902 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,902 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | ||
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 636180101 |
Page 10 of 24 Pages |
1 |
NAME OF REPORTING PERSON
Steven B. Klinsky | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF, PF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
United States of America | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
6,671,777 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
6,671,777 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,671,777 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% | ||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 636180101 |
Page 11 of 24 Pages |
1 |
NAME OF REPORTING PERSON
F. Fox Benton, III | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
AF, PF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
United States of America | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
100 | |
8 |
SHARED VOTING POWER
5,000 | ||
9 |
SOLE DISPOSITIVE POWER
100 | ||
10 |
SHARED DISPOSITIVE POWER
5,000 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | ||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 636180101 |
Page 12 of 24 Pages |
1 |
NAME OF REPORTING PERSON
David M. DiDomenico | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
PF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
United States of America | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
100 | |
8 |
SHARED VOTING POWER
0 | ||
9 |
SOLE DISPOSITIVE POWER
100 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | ||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 636180101 |
Page 13 of 24 Pages |
1 |
NAME OF REPORTING PERSON
Frederic V. Salerno | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
PF | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
United States of America | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
565 | |
8 |
SHARED VOTING POWER
0 | ||
9 |
SOLE DISPOSITIVE POWER
565 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | ||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 636180101 |
Page 14 of 24 Pages |
1 |
NAME OF REPORTING PERSON
NMV Special Holdings, LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
Delaware | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 | |
8 |
SHARED VOTING POWER
2,437,581 | ||
9 |
SOLE DISPOSITIVE POWER
0 | ||
10 |
SHARED DISPOSITIVE POWER
2,437,581 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,581 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | ||
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 636180101 |
Page 15 of 24 Pages |
1 |
NAME OF REPORTING PERSON
California Public Employees’ Retirement System | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ x ]
(b)
[ ] | ||
3 |
SEC USE ONLY
| ||
4 |
SOURCE OF FUNDS
WC | ||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ] | ||
6 |
CITIZENSHIP OR PLACE ORGANIZATION
United States of America | ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
196,490 | |
8 |
SHARED VOTING POWER
2,437,581 | ||
9 |
SOLE DISPOSITIVE POWER
196,490 | ||
10 |
SHARED DISPOSITIVE POWER
2,437,581 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,634,071 | ||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
| ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% | ||
14 |
TYPE OF REPORTING PERSON
EP |
NEW MOUNTAIN VANTAGE GP, L.L.C.
| ||
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE, L.P.
| ||
By: |
New Mountain Vantage GP, L.L.C.,
its general partner
| |
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
| ||
By: |
New Mountain Vantage GP, L.L.C.,
its general partner
| |
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
| ||
By: |
New Mountain Vantage GP, L.L.C.,
its general partner
| |
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE (TEXAS), L.P.
| ||
By: |
New Mountain Vantage GP, L.L.C.,
its general partner
| |
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
| ||
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
| ||
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Director |
NEW MOUNTAIN VANTAGE HOLDCO LTD.
| ||
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Director |
/s/ Steven B. Klinsky | ||
Steven B. Klinsky | ||
| ||
|
/s/ F. Fox Benton, III | ||
F. Fox Benton, III | ||
| ||
|
/s/ David M. DiDomenico | ||
David M. DiDomenico | ||
| ||
|
/s/ Frederic V. Salerno | ||
Frederic V. Salerno | ||
| ||
|
NMV SPECIAL HOLDINGS, LLC
| ||
By: |
New Mountain Vantage GP, L.L.C.,
its managing member
| |
By: |
/s/ Steven B. Klinsky | |
Steven B. Klinsky | ||
Managing Member |
California Public Employees' Retirement System
| ||
|
/s/ Eric Baggesen | |
By: | Eric Baggesen | |
Title: | Senior Investment Officer |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/23/2009 |
(12,100) |
$47.78 |
11/24/2009 |
(7,100) |
$47.56 |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/23/2009 |
(6,500) |
$47.78 |
11/24/2009 |
(3,800) |
$47.56 |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/23/2009 |
(21,304) |
$47.78 |
11/24/2009 |
(12,400) |
$47.56 |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/23/2009 |
(1,200) |
$47.78 |
11/24/2009 |
(700) |
$47.56 |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/23/2009 |
(2,400) |
$47.78 |
11/24/2009 |
(1,400) |
$47.56 |
Date |
Shares of Common Stock Sold |
Approximate Price per Share (inclusive of commissions) |
11/24/2009 |
(14,600) |
$47.56 |