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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 | |
CP IV GP, Ltd. C/O INTERTRUST CORPORATE SERVICES, 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005 |
X | |||
TC Group IV Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005 |
X | |||
Carlyle Partners IV Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005 |
X | |||
CP IV Coinvestment Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005 |
X | |||
CEP II Managing GP Holdings, Ltd. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005 |
X | |||
CEP II Participations SARL SICAR C/O THE CARLYLE GROUP 2, AVENUE CHARLES DE GAULLE LUXEMBOURG, N4 L-1653 |
X | |||
CEP II Managing GP, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X | |||
CARLYLE EUROPE PARTNERS II LP C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004 |
X |
CP IV GP, LTD. By: /s/ Jeremy W. Anderson, attorney-in-fact | 06/10/2014 | |
**Signature of Reporting Person | Date | |
TC GROUP IV CAYMAN, L.P. By:/s/ Jeremy W. Anderson, Authorized Person | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CARLYLE PARTNERS IV CAYMAN, L.P. By: TC Group IV Cayman, L.P., its general partner By: /s/ Jeremy W. Anderson, Authorized Person | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CP IV COINVESTMENT CAYMAN, L.P. By: TC Group IV Cayman, L.P., its general partner By: /s/ Jeremy W. Anderson, Authorized Person | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CEP II MANAGING GP HOLDINGS, LTD. By: /s/ Jeremy W. Anderson, Authorized Person | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CEP II MANAGING GP, L.P. By CEP II Managing GP Holdings, Ltd., By TC Group Cayman Investment Holdings Sub L.P., By TC Group Cayman Investment Holdings, L.P., By Carlyle Holdings II L.P., By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D'Aniello | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CARLYLE EUROPE PARTNERS II, L.P., By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D'Aniello, Chairman of Carlyle Holdings II L.P. | 06/10/2014 | |
**Signature of Reporting Person | Date | |
CEP II PARTICIPATIONS S.A.R.L. SICAR, By /s/ Jeremy W. Anderson, attorney-in-fact for Daniel A. D'Aniello, Chairman of Carlyle Holdings II L.P. | 06/10/2014 | |
**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) | These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a.r.l. ("Luxco"). |
(2) | Includes 10,538,766.29 securities attributable to Carlyle Partners IV Cayman, L.P. ("CP IV"), 425,623.97 securities attributable to CP IV Coinvestment Cayman, L.P. ("CP IV Coinvest") and 2,406,819.41 securities attributable to CEP II Participations S.a.r.l. SICAR ("CEP II P"), each through its ownership of securities of Luxco. |
(3) | Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P. The general partner of each of CP IV and CP IV Coinvest is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman Investment Holdings Sub L.P. CEP II P's sole shareholder is Carlyle Europe Partners II, L.P., whose general partner is CEP II Managing GP, L.P., whose general partner is CEP II Managing GP Holdings, Ltd., whose sole shareholder is TC Group Cayman Investment Holdings Sub L.P. |
Remarks: Due to the limitations of the electronic filing system, Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are filing a separate Form 4. |