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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 | |
| WCAS Capital Partners IV, L.P. C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| WELSH PATRICK J C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| CARSON RUSSELL L C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| ANDERSON BRUCE K C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| MINICUCCI ROBERT A C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | X | ||
| DENICOLA ANTHONY J C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| Queally Paul B. C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | |||
| SWANI SANJAY C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK, NY 10022 |
X | X | ||
| /s/ David Mintz, Attorney-in-Fact | 11/24/2015 | |
| **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 securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
| (2) | Each Reporting Owner listed below also indirectly beneficially owns 5,065,436 shares of Common Stock held by Welsh, Carson, Anderson & Stowe X, L.P. Such individuals are managing members of the sole general partner of Welsh, Carson, Anderson & Stowe X, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
| (3) | Each Reporting Owner listed below also directly beneficially owns the following shares of Common Stock: Patrick J. Welsh - 215,270; Russell L. Carson - 179,801; Bruce K. Anderson - 215,270; Robert A. Minicucci - 303,551; Anthony J. deNicola - 443,410 (also indirectly beneficially owns 71,877 shares held by deNicola Holdings II LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein); Paul B. Queally - 421,846 (also indirectly beneficially owns 93,441 shares held by The Queally Family LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein) ; Sanjay Swani - 221,036 (also indirectly beneficially owns 50,134 shares held by The Swani Family LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein); (continued in Footnote (4)). |
| (4) | Eric J. Lee - 43,855; D. Scott Mackesy - 221,350; Jonathan M. Rather - 59,998 (also indirectly beneficially owns 15,548 shares held by JMR4 Holdings LLC and 56,055 shares held by WCAS Management Corporation, of which he is the controlling stockholder, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein); Thomas A. Scully - 66,649; Sean M. Traynor - 75,191 (also indirectly beneficially owns 26,954 shares held by The Traynor Family LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein); Michael E. Donovan- 40,740; Tony F. Ecock - 22,619; Brian T. Regan -8,771; and Christopher W. Solomon - 3,089. |
| Remarks: Remarks: Form 1 of 2 | |