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 |
Class B Common Stock and Membership Units
(2)
|
Â
(3)(4)
|
Â
(3)(4)
|
Shares of Class A Common Stock, par value $.0001 per share
|
24,343,138
|
$
(3)
(4)
|
I
|
By Edgen Murray II, L.P. and Bourland & Leverich Holdings LLC
|
* |
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) |
Mr. Friedman purchased 187,392 and 10,703 shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of Edgen Group Inc. ("Edgen") on the open market on April 30, 2012 and May 1, 2012, respectively. |
(2) |
Mr. Friedman is a managing member of Jefferies Capital Partners LLC, which is the managing member of the general partner of Jefferies Capital Partners IV L.P. ("Fund IV"). Fund IV is the manager of Bourland & Leverich Holdings LLC ("B&L") and controls the general partner of Edgen Murray II, L.P. ("EM II LP"). EM II LP holds 12,615,230 shares of Class B common stock ("Class B Common Stock"), par value $0.0001 per share, of Edgen and 12,615,230 membership units ("Membership Units") of EDG Holdco LLC ("EDG"). B&L holds 11,727,908 shares of Class B Common Stock and 11,727,908 Membership Units. |
(3) |
Pursuant to Exchange Agreements (the "Exchange Agreements") by and among B&L, Edgen and EDG, and EM II LP, Edgen and EDG, B&L and EM II LP have the right to exchange (the "Exchange Rights") from time to time, Membership Units and shares of Class B Common Stock for shares of Class A Common Stock, on the basis of one Membership Unit of EDG and one share of Class B Common Stock collectively for one share of Edgen's Class A Common Stock (subject to customary conversion rate adjustments for splits, stock dividends and reclassifications) or, at Edgen's election, cash. EM II LP and B&L are both parties to Lock-Up Agreements (the "Lock-Up Agreements") with Jefferies & Company, Inc., Morgan Stanley & Co. LLC, and Citigroup Global Markets Inc (collectively, the "Underwriters"). (Continued in footnote 4) |
(4) |
Pursuant to the Exchange Agreements, the Exchange Rights are not exercisable until the earlier of (i) October 29, 2012 or (ii) the date on which the Underwriters agree to waive the Lock-Up Agreements. Mr. Friedman may be deemed to own beneficially and indirectly the shares of Class A Common Stock owned beneficially and indirectly by EM II LP and B&L. Mr. Friedman disclaims beneficial ownership of the shares of Class A Common Stock reported herein except to the extent of his pecuniary interest therein. |