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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 | ||||||||
Series C Convertible Preferred Stock | (3) | 10/11/2007 | C | 1,120,975 | (3) | (3) | Common Stock | 1,120,975 | $ 14.502 | 0 | I | See Footnote (2) | |||
Series D Convertible Preferred Stock | (3) | 10/11/2007 | C | 1,164,389 | (3) | (3) | Common Stock | 1,164,389 | $ 14.502 | 0 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FERRANTE DOMENIC J C/O BROOKSIDE CAPITAL, LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BROOKSIDE CAPITAL MANAGEMENT LLC 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BROOKSIDE CAPITAL INVESTORS L P 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X | |||
BROOKSIDE CAPITAL PARTNERS FUND LP 111 HUNTINGTON AVENUE BOSTON, MA 02199 |
X |
/s/ Domenic J. Ferrante | 10/15/2007 | |
**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) | On October 5, 2007, Brookside Capital Partners Fund, L.P. ("Brookside") purchased 600,000 shares of Common Stock in connection with the Issuer's initial public offering. This purchase settled upon closing of the Issuer's public offering on October 11, 2007. |
(2) | Brookside Capital Investors, L.P. ("BCI LP"), is the sole general partner of Brookside. Brookside Capital Management, LLC ("BCM"), is the sole general partner of BCI LP. Mr. Domenic J. Ferrante is the sole managing member of BCM. By virtue of these relationships, BCI LP, BCM and Mr. Ferrante may each be deemed to beneficially own the securities held by Brookside. BCI LP, BCM and Mr. Ferrante disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(3) | Includes 1,120,975 shares of Series C Convertible Preferred Stock and 1,164,389 shares of Series D Convertible Preferred Stock held by Brookside immediately prior to the Issuer's initial public offering. All outstanding shares of the Issuer's Preferred Stock were automatically converted into Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering, for no additional consideration. |
(4) | Received pursuant to a cumulative stock dividend accumulated through September 14, 2007, at which time further accumulation ended, to holders of the Issuer's preferred stock upon the closing of the Issuer's initial public offering. |