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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 | ||||||||
Series A Convertible Preference Shares | (4) | 12/30/2005 | C(3) | 7,745,820 (3) | (3) | (3) | Common Shares, $0.01 par value per share | 7,745,820 | (3) | 0 (4) | I | Partnership (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
H&F CORP INVESTORS IV BERMUDA LTD C/O A.S. & K. SERVICES, LTD. CEDAR HOUSE, 41 CEDAR AVENUE HAMILTON HM 12 BERMUDA |
X |
/s/Georgia Lee, Vice President | 12/30/2005 | |
**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 REPORTING PERSONS ARE, AND THIS FORM 4 IS FILED JOINTLY ON BEHALF OF, HFCP IV (BERMUDA), L.P. ("HFCP IV BERMUDA"), H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P. ("HFIP IV-A BERMUDA"), H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P. ("HFIP IV-B BERMUDA") AND H&F EXECUTIVE FUND (BERMUDA), L.P. ("HFEF BERMUDA" AND COLLECTIVELY, THE "PARTNERSHIPS"). H&F INVESTORS IV (BERMUDA), L.P. ("HFI IV BERMUDA") IS THE SOLE GENERAL PARTNER OF EACH OF THE PARTNERSHIPS. H&F CORPORATE INVESTORS IV (BERMUDA), LTD. ("HFCI BERMUDA") IS THE SOLE GENERAL PARTNER OF HFI IV BERMUDA. |
(2) | A FOUR MEMBER INVESTMENT COMMITTEE OF HFCI BERMUDA FORMED BY THE SHARE HOLDERS OF HFCI BERMUDA ("THE INVESTMENT COMMITTEE") HAS INVESTMENT DISCRETION OVER THE SECURITIES. AS A RESULT, HFCI BERMUDA AND HFI IV BERMUDA MAY BE DEEMED TO CONTROL THE PARTNERSHIPS. THE MEMBERS OF THE INVESTMENT COMMITTEE DISCLAIM BENEFICIAL OWNERSHIP, EXCEPT TO THE EXTENT OF THEIR RESPECTIVE INDIRECT PECUNIARY INTERESTS IN THE ISSUER. |
(3) | ON DECEMBER 30, 2005 AT THE REQUEST OF THE ISSUER, HFCP IV BERMUDA, HFIP IV-A BERMUDA, HFIP IV-B BERMUDA AND HFEF BERMUDA CONVERTED 6,242,079, 1,024,343, 338,397 AND 141,001 SHARES, RESPECTIVELY (COLLECTIVELY 7,745,820), OF SERIES A CONVERTIBLE PREFERENCE SHARES OF THE ISSUER ("PREFERENCE SHARES") INTO AN EQUAL NUMBER OF COMMON SHARES OF THE ISSUER. THE PREFERENCE SHARES WOULD HAVE OTHERWISE BEEN CONVERTED AUTOMATICALLY INTO COMMON SHARES IN FEBRUARY 2006. |
(4) | FOLLOWING CONVERSION OF THE PREFERENCE SHARES, HFCP IV BERMUDA, HFIP IV-A BERMUDA, HFIP IV-B BERMUDA AND HFEF BERMUDA BENEFICIALLY OWN 7,533,276, 1,236,264, 408,402 AND 170,102 COMMON SHARES, RESPECTIVELY (COLLECTIVELY 9,348,044 COMMON SHARES). SHARE COUNTS EXCLUDE 9,787 COMMON SHARES AND 5,100 OPTIONS TO ACQURE COMMON SHARES GRANTED TO JOHN BUNCE AND DAVID TUNNELL IN CONSIDERATION FOR THEIR SERVICE AS DIRECTORS OF THE ISSUERS THAT ARE HELD PROPORTIONATELY FOR THE BENEFIT OF THE PARTNERSHIPS. |