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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 | |
SILVER LAKE PARTNERS LP 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
SILVER LAKE TECHNOLOGY INVESTORS LLC 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
SILVER LAKE INVESTORS LP 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
Bingle Michael J C/O SILVER LAKE PARTNERS, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
JOYCE JOHN R C/O SILVER LAKE PARTNERS, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X |
/s/ Karen M. King, Senior Vice President and General Counsel of Silver Lake Technology Associates, L.L.C., General Partner of Silver Lake Partners, L.P. | 06/11/2009 | |
**Signature of Reporting Person | Date | |
/s/ Karen M. King, Senior Vice President and General Counsel of Silver Lake Technology Associates, L.L.C., General Partner of Silver Lake Investors, L.P. | 06/11/2009 | |
**Signature of Reporting Person | Date | |
/s/ Karen M. King, Senior Vice President and General Counsel of Silver Lake Technology Management, L.L.C., the managing member of Silver Lake Partners Management Company, L.L.C., Manager of Silver Lake Technology Investors, L.L.C. | 06/11/2009 | |
**Signature of Reporting Person | Date | |
/s/ Karen M. King, as Attorney-in-Fact for Michael J. Bingle | 06/11/2009 | |
**Signature of Reporting Person | Date | |
/s/ Karen M. King, as Attorney-in-Fact for John R. Joyce | 06/11/2009 | |
**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) | Owned by Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C. (collectively, the "Silver Lake Entities"). Silver Lake Technology Associates, L.L.C. is the General Partner of each of Silver Lake Partners, L.P. and Silver Lake Investors, L.P. Silver Lake Partners Management Company, L.L.C. is the Manager of Silver Lake Technology Investors, L.L.C. Each of Mr. Bingle and Mr. Joyce, who are both directors of the Issuer, is a Managing Director of each of Silver Lake Technology Associates, L.L.C. and Silver Lake Technology Management, L.L.C, the managing member of Silver Lake Partners Management Company, L.L.C. As such, each of Mr. Bingle and Mr. Joyce could be deemed to have a shared voting and/or dispositive power over these shares. However, each of Mr. Bingle and Mr. Joyce disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
(2) | Of the 86,800 shares sold by the Silver Lake Entities on June 9, 2009, (i) Silver Lake Partners, L.P. sold 79,935 shares; (ii) Silver Lake Investors, L.P. sold 2,297 shares; and Silver Lake Technology Investors, L.L.C. sold 4,568 shares. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.70 to $16.05. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(4) | Of the 129,200 shares sold by the Silver Lake Entities on June 10, 2009, (i) Silver Lake Partners, L.P. sold 118,981 shares; (ii) Silver Lake Investors, L.P. sold 3,419 shares; and Silver Lake Technology Investors, L.L.C. sold 6,800 shares. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.53 to $16.11. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(6) | Of the 216,000 shares sold by the Silver Lake Entities on June 11, 2009, (i) Silver Lake Partners, L.P. sold 198,916 shares; (ii) Silver Lake Investors, L.P. sold 5,716 shares; and Silver Lake Technology Investors, L.L.C. sold 11,368 shares. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.20 to $16.11. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |