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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 | ||||||||
Class A Common Stock | (2) | 11/17/2006 | C(1) | 85,795,405 | (2) | (2) | Common Stock | 85,795,405 | (2) | 0 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CDRS Acquisition LLC 1403 FOULK ROAD, SUITE 106 WILMINGTON, DE 19803 |
X | |||
Clayton Dubilier & Rice Fund VII L P 1403 FOULK ROAD, SUITE 106 WILMINGTON, DE 19803 |
X | |||
CD&R Associates VII, Ltd. 1403 FOULK ROAD, SUITE 106 WILMINGTON, DE 19803 |
X | |||
CD&R Associates VII, L.P. 1403 FOULK ROAD, SUITE 106 WILMINGTON, DE 19803 |
X | |||
CD&R Investment Associates VII, Ltd. P.O. BOX 309GT, UGLAND HOUSE GEORGE TOWN, GRAND CAYMAN, E9 BWI |
X |
CDRS Acquisition LLC By: Theresa A. Gore, EVP and Treasurer | 11/20/2006 | |
**Signature of Reporting Person | Date | |
Clayton, Dubilier & Rice Fund VII, L.P. By: CD&R Associates VII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec. | 11/20/2006 | |
**Signature of Reporting Person | Date | |
CD&R Associates VII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. | 11/20/2006 | |
**Signature of Reporting Person | Date | |
CD&R Associates VII, L.P. By: CD&R Investments Associates VII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec. | 11/20/2006 | |
**Signature of Reporting Person | Date | |
CD&R Investment Associates VII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. | 11/20/2006 | |
**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) | Exempt under Rule 16b-6 of the Securities Exchange Act of 1934. |
(2) | Pursuant to the Amended and Restated Certificate of Incorporation, dated November 16, 2006, outstanding shares of Class A Common Stock automatically converted, as of November 17, 2006, into shares of the Issuer's Common Stock on a one-for-one basis. |
(3) | The Reporting Person is a wholly-owned subsidiary of Clayton, Dubilier & Rice Fund VII, L.P. Clayton, Dubilier & Rice Fund is a partnership of which CD&R Associates VII, Ltd. is the general partner, which is a wholly-owned subsidiary of CD&R Associates VII, L.P., of which CD&R Investment Associates VII, Ltd. is the general partner. Each of the reporting owners disclaims beneficial ownership of these securities. |