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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 | |
SOLOMON MICHAEL B 645 FIFTH AVENUE NEW YORK, NY 10022 |
X | See Remarks |
/s/ Michael B. Solomon | 11/24/2009 | |
**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) | Represents shares owned directly by Invemed Catalyst Fund, L.P. (the "Fund"). Invemed Catalyst GenPar, LLC ("Catalyst GenPar") is the general partner of the Fund. Gladwyne Catalyst GenPar, LLC ("Gladwyne GenPar") is one of the managing members of Catalyst GenPar. Michael Solomon is the sole managing member of Gladwyne GenPar. On November 20, 2009, the Fund directed the distribution of an aggregate of 1,291,346 shares of Class A common stock, par value $0.01 per share (the "Common Stock") pro rata to its partners. The shares received by Catalyst GenPar are being further distributed pro rata to its members. No consideration is being paid in connection with the distributions. Mr. Solomon disclaims beneficial ownership of shares directly owned by the Fund except to the extent of his pecuniary interest therein. |
(2) | Represents shares owned directly by Michael Solomon, including shares received in the distributions. |
Remarks: The Reporting Person may be deemed to be a member of a Section 13(d) group that owned more than 10% of the issuer's outstanding shares of Common Stock at the time of the distributions. However, the Reporting Person disclaims such group membership, and this report shall not be deemed an admission that the Reporting Person is a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding shares of Common Stock for Section 16 or any other purposes. As a result of the distributions, all of the members of the group ceased to be 10% owners of the issuer's Common Stock. |