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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 | |
Conroy James A METRO CENTER ONE STATION PLACE STAMFORD, CT 06902 |
X |
/s/ Manu Bettegowda, under power of attorney for James A. Conroy | 09/19/2005 | |
**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) | Following the dispositions set forth in this Form 4, Olympus Growth Fund III, L.P. was the record owner of 8,810,719 shares of common stock, Olympus Executive Fund, L.P. was the record owner of 77,893 shares of common stock and OGP III, L.L.C. was the record owner of 468,957 shares of common stock. (continued footnote 2) |
(2) | Mr. James A. Conroy, a member of our board of directors, is a partner of the Olympus funds and has a pecuniary interest in certain of those shares. Mr. Conroy disclaims beneficial ownership of the common stock owned by the above entities, except to the extent of his proportionate pecuniary interest therein. |
(3) | On September 15, 2005, Olympus Growth Fund III, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which include its general partner, OGP III, L.L.C., which received 416,129 shares. The receipt of such shares by OGP III, L.L.C. represents a change in the form of beneficial ownership. |
(4) | Represents shares directly owned by Olympus Growth Fund III, L.P. Shares beneficially owned by Olympus Growth Fund III, L.P. are beneficially owned indirectly by OGP III, L.L.C., its General Partner; by RSM, L.L.C., the Managing Member of OGP III, L.L.C.; and by Mr. Robert S. Morris, the Managing Member of RSM, L.L.C. |
(5) | Represents shares directly owned by OGP III, L.L.C. Shares beneficially owned, both directly and indirectly, by OGP III, L.L.C. are beneficially owned indirectly by RSM, L.L.C., the managing member of OGP III, L.L.C.; and by Mr. Robert S. Morris, the managing member of RSM, L.L.C. |
(6) | Represents shares directly owned by Olympus Executive Fund, L.P. Shares beneficially owned by Olympus Executive Fund, L.P. are beneficially owned indirectly by OEF, L.P., its General Partner; by RSM, L.L.C., a General Partner of OEF, L.P.; and by Mr. Robert S. Morris, the Managing Partner of OEF, L.P. through his capacity as Managing Member of RSM, L.L.C. |