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 | ||||
Series B Prime Preferred Stock | Â (1) | Â (1) | Common Stock | 8,614,419 | $ (1) | I | See Footnotes (2) (3) (4) |
Series BB Preferred Stock Warrant (right to buy) | 06/24/2005 | 06/24/2012 | Series BB Preferred Stock | 245,540 | $ 20.36 | I | See Footnotes (5) (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MICHELSON MICHAEL W C/O KOHLBERG KRAVIS ROBERTS & CO 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
 X |  |  | X See footnotes (2)(3)&(4) |
KKR FINANCIAL HOLDINGS III, LLC 555 CALIFORNIA STREET, 50TH FLOOR SAN FRANCISCO, CA 94104 |
 |  |  | X (see Footnotes 5 & 6) |
KKR Financial Holdings LLC 555 CALIFORNIA STREET, 50TH FLOOR SAN FRANCISCO, CA 94104 |
 |  |  | X (see Footnotes 5 & 6) |
KKR FINANCIAL ADVISORS LLC 555 CALIFORNIA STREET, 50TH FLOOR SAN FRANCISCO, CA 94104 |
 |  |  | X (see Footnotes 5 & 6) |
KKR FINANCIAL LLC 555 CALIFORNIA STREET, 50TH FLOOR SAN FRANCISCO, CA 94104 |
 |  |  | X (see Footnotes 5 & 6) |
Kohlberg Kravis Roberts & Co. STIRLING SQUARE 7 CARLTON GARDEN LONDON, ENGLAND, X0 SW1Y 5AD |
 |  |  | X (see Footnotes 5 & 6) |
KKR & Co. LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET NEW YORK, NY 10019 |
 |  |  | X (see Footnotes 5 & 6) |
CLAMMER ADAM C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
 X |  |  |  |
MOMTAZEE JAMES C C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
 X |  |  |  |
Jaimin Patel C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
 X |  |  |  |
/s/ Andrew J. Sossen, Authorized Signatory for KKR FINANCIAL HOLDINGS III, LLC | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Sossen, General Counsel and Secretary for KKR FINANCIAL HOLDINGS LLC | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Sossen, Authorized Signatory for KKR FINANCIAL ADVISORS LLC | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ Andrew J. Sossen, Authorized Signatory for KKR FINANCIAL LLC | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for Henry R. Kravis, Managing Member, KKR & Co. L.L.C. General Partner for KOHLBERG KRAVIS ROBERTS & CO. L.P. | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for Henry R. Kravis, Managing Member for KKR & CO. L.L.C. | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for Michael W. Michelson | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for Adam H. Clammer | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for James C. Momtazee | 05/31/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Janetschek, as attorney-in-fact for Jaimin R. Patel | 05/31/2007 | |
**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 Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
(2) | Consists of 8,577,974 shares held by KKR JP LLC and 36,445 shares held by KKR JP III LLC. All of the outstanding equity interests of KKR JP LLC are owned directly by KKR Millennium Fund L.P. KKR Millennium GP LLC is the general partner of KKR Associates Millennium L.P., which is the general partner of KKR Millennium Fund L.P. All of the outstanding equity interests of KKR JP III LLC are owned directly by KKR Partners III, L.P. KKR III GP LLC is the general partner of KKR Partners III, L.P. The entities named in this footnote are sometimes referred to as the KKR Funds. (Continued to footnote 3) |
(3) | KKR Millennium GP LLC and KKR III GP LLC are limited liability companies, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde, Reinhard Gorenflos, Michael M. Calbert and Scott C. Nuttall.Mr. Michelson is a member of the Issuer's board of directors. Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by KKR Millennium GP LLC and KKR III GP LLC, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Mr. Clammer is a member of the Issuer's board of directors and is a member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co. L.P., which is an affiliate of the KKR Funds. (Continued to footnote 4) |
(4) | Mr. Momtazee is a member of the Issuer's board of directors and is an executive of Kohlberg Kravis Roberts & Co. L.P. Mr. Patel is a member of the Issuer's board of directors and is an associate of Kohlberg Kravis Roberts & Co. L.P. Each of Messrs. Clammer, Momtazee and Patel disclaims beneficial ownership of any shares beneficially owned by the KKR Funds, except to the extent of their pecuniary interest therein. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Persons have elected to report as indirectly beneficially owned the entire number of securities beneficially owned by KKR JP LLC and/or KKR JP III LLC, as applicable. |
(5) | Consists of 245,540 shares of Series BB Preferred Stock that KKR Financial Holdings III, LLC has the right to acquire through the exercise of a warrant. Upon the conversion of all of the Issuer's Preferred Stock into shares of Common Stock, the warrant shall automatically become exercisable for Common Stock on a one-for-one basis. All of the outstanding equity interests of KKR Financial Holdings III, LLC are owned by KKR Financial Holdings LLC. KKR Financial Advisors LLC is the manager of KKR Financial Holdings LLC. KKR Financial LLC is the sole member of KKR Financial Advisors LLC. Kohlberg Kravis Roberts & Co. L.P. owns a majority of the outstanding equity interests of KKR Financial LLC. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. The investment committee of KKR Financial Advisors LLC reviews the investments held by KKR Financial Holdings LLC. (Continued to footnote 6) |
(6) | Mr. Nuttall is one of four members of the investment committee, and Messrs. Kravis and Roberts are ad hoc members of the investment committee. The members of KKR & Co. L.L.C. consist of the individuals named in footnotes (2),(3) and (4) above and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C., but disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. The other members of KKR & Co. L.L.C. disclaim beneficial ownership of any shares beneficially owned by KKR & Co. L.L.C. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Persons have elected to report as indirectly beneficially owned the entire number of securities beneficially owned by KKR Financial Holdings III, LLC. |
 Remarks: Exhibit 24 Powers of Attorney Due to SEC limitations on the number of joint filers that may be reported electronically on one Form 3, and in order to include additional joint filers, this Form 3 is filed as Part 3 of 3 parts. |