UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | 05/21/2004 | 05/21/2011 | Series C Convertible Preferred Stock (1) (2) | 1,630,914 | $ 4.31 | D (3) | Â |
Series C Convertible Preferred Stock | 05/21/2004 | 01/31/2006(4) | Common Stock (2) | 3,263,251 | $ 0 (2) | D (3) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Warburg Pincus Partners LLC 466 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK, NY 10017 |
 |  X |  |  |
/s/ Scott Arenare | 02/02/2006 | |
**Signature of Reporting Person | Date | |
Scott Arenare | 02/02/2006 | |
**Signature of Reporting Person | Date | |
Scott Arenare | 02/02/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Series C Convertible Preferred Stock is convertible into Common Stock. |
(2) | Series C Convertible Preferred Stock converts to common stock on a 1-for-0.44077 basis. |
(3) | The stockholder is Warburg Pincus Private Equity VIII, L.P. ("WP VIII"). Warburg Pincus Partners, LLC ("WPP LLC"), a subsidiary of Warburg Pincus & Co. ("WP"), is the sole general partner of WP VIII. WP VIII is managed by Warburg Pincus LLC ("WP LLC"). The address of the Warburg Pincus entities is 466 Lexington Avenue, New York, New York 10017. Jonathan S. Leff and Stewart J. Hen, directors of the Company, are general partners of WP and managing directors and members of WP LLC. Messrs. Leff and Hen disclaim beneficial ownership of all shares held by the Warburg Pincus entities. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. |
(4) | This is the anticipated date of the closing of the Issuer's initial public offering, which will trigger the mandatory conversion of the Series C Convertible Preferred Stock into common stock. |