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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 | |
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | |||
ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | |||
ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | |||
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | |||
KAMIN PETER H TWO INTERNATIONAL PLACE, 25TH FLOOR BOSTON, MA 02110 |
X |
VA PARTNERS, L.L.C. By:/s/ George F. Hamel. Jr., Managing Member | 04/04/2006 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, L.L.C., its General Partner, By:/s/ George F. Hamel. Jr., Managing Member | 04/04/2006 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., By: VA PARTNERS, L.L.C., its General Partner, By:/s/ George F. Hamel. Jr., Managing Member | 04/04/2006 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member | 04/04/2006 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Managing Member | 04/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey W. Ubben | 04/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ George F. Hamel, Jr. | 04/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ Peter H. Kamin | 04/04/2006 | |
**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) | In connection with the dissolution of ValueAct Capital Partners Co-Investors, L.P. on March 31, 2006, 66,485 shares were distributed in-kind to such partnership's sole limited partner. |
(2) | As General Partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. |
(3) | The reported stock is owned directly by ValueAct Capital Master Fund, L.P and ValueAct Capital Partners Co-Investors, L.P. and may be deemed to be beneficially owned by (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben is a director of Mentor Corporation and Managing Member of VA Partners, L.L.C. and ValueAct Capital Management, LLC. Peter H. Kamin and George F. Hamel, Jr. are Managing Members of VA Partners, L.L.C. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. |
Remarks: Remarks: Joint Filer Information: Name: ValueAct Capital Master Fund, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation Date of Event Requiring Statement: March 31, 2006 |