|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FR X Offshore GP LTD C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH, CT 06830 |
X | See Remark (1) | ||
FR X Offshore GP, L.P. C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH, CT 06830 |
X | See Remark (1) | ||
FR X Offshore, L.P. C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH, CT 06830 |
X | See Remark (1) |
Anne E. Gold | 05/21/2007 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described in Remark (2) | 05/21/2007 | |
**Signature of Reporting Person | Date | |
Anne E. Gold, In the Capacity Described in Remark (2) | 05/21/2007 | |
**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) | The sale of these securities was made by FR X Offshore, L.P. |
(2) | Consists of 1,842,395 shares of common stock owned by FR X Offshore, L.P., and 25,500 shares of restricted common stock issued to Joseph R. Edwards, an Officer of FR X Offshore GP Limited, in his capacity as a director of the Issuer. |
(3) | This Form 4 is filed on behalf of FR X Offshore GP Limited ("Offshore Ltd"), FR X Offshore GP, L.P. ("Offshore GP"), and FR X Offshore, L.P. ("Offshore LP" and collectively with Offshore Ltd and Offshore GP, the "Fund Entities"). Offshore GP is the general partner of Offshore LP and may be deemed to share beneficial ownership of the securities owned by Offshore LP. Offshore Ltd., as the general partner of Offshore GP, may also be deemed to share beneficial ownership of the securities owned by Offshore LP. |
(4) | The Fund Entities are entitled to a portion of the profits from the sale of securities held by Mr. Edwards, and therefore the Fund Entities may be deemed to share beneficial ownership of the securities held by Mr. Edwards. |
(5) | Each of the Fund Entities disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein. |
(6) | Joseph R. Edwards resigned from the Issuer's Board of Directors effective as of May 17, 2007. As a result of his resignation, he forfeited to the Issuer on that date an aggregate of 18,000 shares of unvested restricted stock. The Fund Entities may be deemed to have forfeited the unvested restrict stock forfeited by Mr. Edwards as a result of his resignation. |
(7) | Consists of 1,842,395 shares of common stock owned by FR X Offshore, L.P., and 7,500 shares of restricted common stock issued to Joseph R. Edwards in his capacity as a director of the Issuer. |
Remarks: (1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to have been a director of the Issuer by deputization. (2) FR X Offshore GP Limited, by Anne E. Gold, Secretary, is signing for itself as the designated filer, as well as in the capacity of general partner of FR X Offshore GP, L.P. FR X Offshore GP, L.P. by Anne E. Gold, is signing in its capacity as general partner of FR X Offshore, L.P. |