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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INVEMED CATALYST FUND LP 375 PARK AVE STE 2205 NEW YORK, NY 10152 |
X | See Remarks | ||
INVEMED CATALYST GENPAR LLC 375 PARK AVE STE 2205 NEW YORK, NY 10152 |
X | See Remarks | ||
GLADWYNE CATALYST GENPAR LLC 645 FIFTH AVENUE NEW YORK, NY 10022 |
X | See Remarks | ||
INVEMED SECURITIES INC 375 PARK AVE STE 2205 NEW YORK, NY 10152 |
X | See Remarks | ||
LANGONE KENNETH G 375 PARK AVENUE STE 2205 NEW YORK, NY 10152 |
X | See Remarks |
Invemed Catalyst Fund, L.P. By: Invemed Catalyst GenPar, LLC, its General Partner By: Gladwyne Catalyst GenPar, LLC, Its Managing Member By: /s/ Suzanne Present | 11/24/2009 | |
**Signature of Reporting Person | Date | |
Invemed Catalyst GenPar, LLC By: Gladwyne Catalyst GenPar, LLC, Its Managing Member By: /s/ Suzanne Present | 11/24/2009 | |
**Signature of Reporting Person | Date | |
Gladwyne Catalyst GenPar, LLC By: /s/ Suzanne Present | 11/24/2009 | |
**Signature of Reporting Person | Date | |
Invemed Securities, Inc. By: /s/ John Baron | 11/24/2009 | |
**Signature of Reporting Person | Date | |
/s/ Kenneth G. Langone | 11/24/2009 | |
**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) | Represents shares owned directly by Invemed Catalyst Fund, L.P. (the "Fund"). Invemed Catalyst GenPar, LLC ("Catalyst GenPar") is the general partner of the Fund. Gladwyne Catalyst GenPar, LLC ("Gladwyne GenPar") and Invemed Securities, Inc. ("Invemed") are managing members of Catalyst GenPar. Kenneth G. Langone is the principal stockholder of Invemed. On November 20, 2009, the Fund directed the distribution of an aggregate of 1,291,346 shares of Class A common stock, par value $0.01 per share (the "Common Stock") pro rata to its partners. The shares received by Catalyst GenPar are being further distributed pro rata to its members. No consideration is being paid in connection with the distributions. |
(2) | Represents shares owned indirectly by Catalyst GenPar and Gladwyne GenPar. Each of Catalyst GenPar and Gladwyne GenPar disclaims beneficial ownership of the shares directly owned by the Fund except to the extent of its pecuniary interest therein. |
(3) | Represents shares owned directly or indirectly by Invemed, including shares received in the distributions. Invemed disclaims beneficial ownership of shares directly owned by the Fund except to the extent of its pecuniary interest therein. |
(4) | Represents shares owned directly or indirectly by Kenneth Langone, including shares received in the distributions. Mr. Langone disclaims beneficial ownership of shares directly owned by the Fund except to the extent of his pecuniary interest therein. |
Remarks: The Reporting Persons may be deemed to be members of a Section 13(d) group that owned more than 10% of the issuer's outstanding shares of Common Stock at the time of the distributions. However, the Reporting Persons disclaim such group membership, and this report shall not be deemed an admission that the Reporting Persons are members of a Section 13(d) group that owns more than 10% of the issuer's outstanding shares of Common Stock for Section 16 or any other purposes. As a result of the distributions, all of the Reporting Persons ceased to be 10% owners of the issuer's Common Stock. |