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 | ||||
Series B Preferred Stock, par value $0.01 per share | Â (1) | Â (1) | Common Stock | 22,107,590 | $ 27.14 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Permira IV Managers LP C/O PERMIRA IV MANAGERS L.P. TRAFALGAR COURT LES BANQUES, Y7 GY1 3QL |
 |  X |  |  |
Nalozo Cayman GP Ltd. C/O PERMIRA LUXEMBOURG S.A R.L. 282 ROUTE DE LONGWY LUXEMBOURG, N4 L-1940 |
 |  X |  |  |
Nalozo L.P. C/O PERMIRA LUXEMBOURG S.A R.L. 282 ROUTE DE LONGWY LUXEMBOURG, N4 L-1940 |
 |  X |  |  |
/s/ Kees Jager, as Authorized Signatory for Permira IV Managers L.P. | 04/06/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Coyle, as Authorized Signatory for Nalozo Cayman GP Ltd. | 04/06/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Coyle, as Authorized Signatory for Nalozo L.P. | 04/06/2015 | |
**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) | Each share of Series B convertible preferred stock entitles the holder on exercise to buy one share of Common Stock for $27.14, provided, that 19,296,242 shares may not be converted until the earlier of the expiration or early termination of any waiting period under the Hart Scot Rodino Antitrust Improvements Act of 1976, as amended. |
(2) | This report is filed jointly by Permira IV Managers L.P. ("Permira IV"), Nalozo L.P. ("Nalozo LP") and Nalozo Cayman GP Ltd. ("Nalozo GP") (together, the "Reporting Persons"). Nalozo GP is the general partner of Nalozo LP, and Nalozo LP is the direct beneficial owner of 22,107,590 shares of Series B convertible preferred stock of the Company. Each of the other Reporting Persons may be deemed an indirect beneficial owner of shares of Series B convertible preferred stock held by Nalozo LP, provided, however, that each of them disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Persons' pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 or for any other purpose. |