|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
|
1.
|
Names of Reporting Persons.
Fox Paine International GP, Ltd.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
15,832,294(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
15,832,294(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,832,294(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
63.1%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|||||
|
(1)
|
Includes 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Fox Paine International GP, Ltd. beneficially owns: (a) 100% of the Class B Ordinary Shares outstanding; (b) 63.1% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 93.1% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Fox Paine & Company, LLC
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Delaware
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
15,832,294(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
15,832,294(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,832,294(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
63.1%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|||||
|
(1)
|
Includes 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Fox Paine & Company, LLC beneficially owns: (a) 100% of the Class B Ordinary Shares outstanding; (b) 63.1% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 93.1% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Fox Paine Capital International GP, L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
15,832,294(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
15,832,294(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,832,294(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
63.1%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Fox Paine Capital International GP, L.P. beneficially owns: (a) 100% of the Class B Ordinary Shares outstanding; (b) 63.1% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 93.1% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Fox Paine Capital Co-Investors International GP, Ltd.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
1,200,232(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
1,200,232(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,232(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.8%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|||||
|
(1)
|
Includes 280,618 Class A Ordinary Shares and 919,614 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Fox Paine Capital Co-Investors International GP, Ltd. beneficially owns: (a) 7.6% of the Class B Ordinary Shares outstanding; (b) 4.8% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 7.1% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Fox Paine Capital Fund II International, L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
14,632,062(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
14,632,062(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,632,062(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
58.3%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 3,490,306 Class A Ordinary Shares and 11,141,756 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Fox Paine Capital Fund II International, L.P. beneficially owns: (a) 92.4% of the Class B Ordinary Shares outstanding; (b) 58.3% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 86.0% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Holdings (Cayman) II, Ltd.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
8,647,289(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
8,647,289(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,647,289(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
34.5%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|||||
|
(1)
|
Includes 2,952,558 Class A Ordinary Shares and 5,694,731 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Holdings (Cayman) II, Ltd. beneficially owns: (a) 47.2% of the Class B Ordinary Shares outstanding; (b) 34.5% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 44.8% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Holdings (Cayman), Ltd.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
5,984,773(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
5,984,773(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,984,773(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
23.9%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|||||
|
(1)
|
Includes 537,748 Class A Ordinary Shares and 5,447,025 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficialy owned by a person or persons reporting on this statement on Schedule 13G. U.N. Holdings (Cayman), Ltd. beneficially owns: (a) 45.2% of the Class B Ordinary Shares outstanding; (b) 23.9% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 41.2% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund I (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
553,490(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
553,490(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
553,490(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
2.2%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 129,678 Class A Ordinary Shares and 423,812 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund I (Cayman), L.P. beneficially owns: (a) 3.5% of the Class B Ordinary Shares outstanding; (b) 2.2% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 3.3% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund II (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
432,640(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
432,640(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
432,640(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
1.7%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 101,364 Class A Ordinary Shares and 331,276 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund II (Cayman), L.P. beneficially owns: (a) 2.8% of the Class B Ordinary Shares outstanding; (b) 1.7% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 2.6% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund III (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
144,213(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
144,213(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
144,213(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.6%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 33,788 Class A Ordinary Shares and 110,425 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund III (Cayman), L.P. beneficially owns: (a) 0.9% of the Class B Ordinary Shares outstanding; (b) 0.6% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.9% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund IV (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
27,419(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
27,419(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,419(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.1%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 6,424 Class A Ordinary Shares and 20,995 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund IV (Cayman), L.P. beneficially owns: (a) 0.2% of the Class B Ordinary Shares outstanding; (b) 0.1% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.2% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund V (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
27,419(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
27,419(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,419(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.1%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 6,424 Class A Ordinary Shares and 20,995 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund V (Cayman), L.P. beneficially owns: (a) 0.2% of the Class B Ordinary Shares outstanding; (b) 0.1% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.2% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund VI (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
2,883(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
2,883(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,883(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 675 Class A Ordinary Shares and 2,208 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund VI (Cayman), L.P. beneficially owns: (a) 0.0% of the Class B Ordinary Shares outstanding; (b) 0.0% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.0% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund VII (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
2,500(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
2,500(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 0 Class A Ordinary Shares and 2,500 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund VII (Cayman), L.P. beneficially owns: (a) 0.0% of the Class B Ordinary Shares outstanding; (b) 0.0% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.0% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund VIII (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
1,442(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
1,442(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,442(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 338 Class A Ordinary Shares and 1,104 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund VIII (Cayman), L.P. beneficially owns: (a) 0.0% of the Class B Ordinary Shares outstanding; (b) 0.0% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.0% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
U.N. Co-Investment Fund IX (Cayman), L.P.
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
8,226(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
8,226(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,226(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|||||
|
(1)
|
Includes 1,927 Class A Ordinary Shares and 6,299 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. U.N. Co-Investment Fund IX (Cayman), L.P. beneficially owns: (a) 0.1% of the Class B Ordinary Shares outstanding; (b) 0.0% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.0% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Saul A. Fox
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
United States
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
16,536,165(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
16,536,165(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,536,165(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
65.9%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|||||
|
(1)
|
Includes 4,474,795 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Saul A. Fox beneficially owns: (a) 100.0% of the Class B Ordinary Shares outstanding; (b) 65.9% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 93.6% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Mercury Assets Delaware, LLC
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Delaware
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
703,871(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
703,871(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
703,871(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
2.8%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|||||
|
(1)
|
Includes 703,871 Class A Ordinary Shares and 0 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. Mercury Assets Delaware, LLC beneficially owns: (a) 0.0% of the Class B Ordinary Shares outstanding; (b) 2.8% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.5% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
Benjerome Trust
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
Nevada
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
703,871(1)
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
703,871(1)
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
703,871(1)
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
2.8%(2)
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|||||
|
(1)
|
Includes 703,871 Class A Ordinary Shares and 0 Class B Ordinary Shares. Each Class B Ordinary Share has 10 votes per share and is convertible into one Class A Ordinary Share.
|
|
|
(2)
|
Based on: (i) 13,030,938 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares outstanding as of December 31, 2012 and assuming the conversion of all such Class B Ordinary Shares (each of which is convertible into one Class A Ordinary Share), all of which are beneficially owned by a person or persons reporting on this statement on Schedule 13G. The Benjerome Trust beneficially owns: (a) 0.0% of the Class B Ordinary Shares outstanding; (b) 2.8% of the Class A Ordinary Shares and Class B Ordinary Shares, combined; and (c) because each Class B Ordinary Share has 10 votes and each Class A Ordinary Share has one vote, 0.5% of the combined voting power of the Class A Ordinary Shares and Class B Ordinary Shares.
|
|
1.
|
Names of Reporting Persons.
The Mercury Trust
|
|||||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b) o
|
|||||
|
3.
|
SEC Use Only
|
|||||
|
4.
|
Citizenship or Place of Organization
California
|
|||||
|
Number of
Shares
Beneficially
by
Owned by
Such
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
||
|
|
6.
|
|
Shared Voting Power
0
|
|||
|
|
7.
|
|
Sole Dispositive Power
0
|
|||
|
|
8.
|
|
Shared Dispositive Power
0
|
|||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|||||
|
11.
|
Percent of Class Represented by Amount in Row (9)
0%
|
|||||
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
|||||
|
(a)
|
Name of Issuer:
Global Indemnity Plc
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
Arthur Cox Building
Earlsfort Terrace
Dublin, Ireland
|
|
(a)
|
Name of Person Filing:
Fox Paine International GP, Ltd.
Fox Paine & Company, LLC
Fox Paine Capital International GP, L.P.
Fox Paine Capital Co-Investors International GP, Ltd.
Fox Paine Capital Fund II International, L.P.
U.N. Holdings (Cayman) II, Ltd.
U.N. Holdings (Cayman), Ltd.
U.N. Co-Investment Fund I (Cayman), L.P.
U.N. Co-Investment Fund II (Cayman), L.P.
U.N. Co-Investment Fund III (Cayman), L.P.
U.N. Co-Investment Fund IV (Cayman), L.P.
U.N. Co-Investment Fund V (Cayman), L.P.
U.N. Co-Investment Fund VI (Cayman), L.P.
U.N. Co-Investment Fund VII (Cayman), L.P.
U.N. Co-Investment Fund VIII (Cayman), L.P.
U.N. Co-Investment Fund IX (Cayman), L.P.
Saul A. Fox
Mercury Assets Delaware, LLC
The Mercury Trust
Benjerome Trust
|
|
(b)
|
Address of Principal Business Office or, if none, Residence:
c/o Fox Paine & Company, LLC, 2105 Woodside Road, Suite D, Woodside, California 94062
|
|
(c)
|
Citizenship:
Fox Paine International GP, Ltd. – Cayman Islands
Fox Paine & Company, LLC – Cayman Islands
Fox Paine Capital International GP, L.P. – Cayman Islands
Fox Paine Capital Co-Investors International GP, Ltd. – Cayman Islands
Fox Paine Capital Fund II International, L.P. – Cayman Islands
U.N. Holdings (Cayman) II, Ltd. – Cayman Islands
U.N. Holdings (Cayman), Ltd. – Cayman Islands
U.N. Co-Investment Fund I (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund II (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund III (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund IV (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund V (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund VI (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund VII (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund VIII (Cayman), L.P. – Cayman Islands
U.N. Co-Investment Fund IX (Cayman), L.P. – Cayman Islands
|
|
|
Saul A. Fox – United States
Mercury Assets Delaware, LLC – Delaware
Benjerome Trust – Nevada
The Mercury Trust – California
|
|
(d)
|
Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share
|
|
(e)
|
CUSIP Number: G39319101
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
|
|
(b)
|
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
(c)
|
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
|
|
(d)
|
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
|
(e)
|
o An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
|
|
(f)
|
o An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
o A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G)
|
|
(h)
|
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|
(i)
|
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3)
|
|
(j)
|
o A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J)
|
|
(k)
|
o Group, in accordance with Section 240.13d-1(b)(1)(ii)(K)
|
|
Item 4.
|
Ownership.
|
|
(a)
|
Amount beneficially owned:
|
|
Fox Paine International GP, Ltd.
|
15,832,294 shares, consisting of 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares
|
|
|
Fox Paine & Company, LLC
|
15,832,294 shares, consisting of 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares
|
|
|
Fox Paine Capital International GP, L.P.
|
15,832,294 shares, consisting of 3,770,924 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares
|
|
|
Fox Paine Capital Co-Investors International GP, Ltd.
|
1,200,232 shares, consisting of 280,618 Class A Ordinary Shares and 919,614 Class B Ordinary Shares
|
|
|
Fox Paine Capital Fund II International, L.P.
|
14,632,062 shares, consisting of 3,490,306 Class A Ordinary Shares and 11,141,756 Class B Ordinary Shares
|
|
|
U.N. Holdings (Cayman) II, Ltd.
|
8,647,289 shares, consisting of 2,952,558 Class A Ordinary Shares and 5,694,731 Class B Ordinary Shares
|
|
|
U.N. Holdings (Cayman), Ltd.
|
5,984,773 shares, consisting of 537,748 Class A Ordinary Shares and 5,447,025 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund I (Cayman), L.P.
|
553,490 shares, consisting of 129,678 Class A Ordinary Shares and 423,812 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund II (Cayman), L.P.
|
432,640 shares, consisting of 101,364 Class A Ordinary Shares and 331,276 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund III (Cayman), L.P.
|
144,213 shares, consisting of 33,788 Class A Ordinary Shares and 110,425 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund IV (Cayman), L.P.
|
27,419 shares, consisting of 6,424 Class A Ordinary Shares and 20,995 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund V (Cayman), L.P.
|
27,419 shares, consisting of 6,424 Class A Ordinary Shares and 20,995 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund VI (Cayman), L.P.
|
2,883 shares, consisting of 675 Class A Ordinary Shares and 2,208 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund VII (Cayman), L.P.
|
2,500 shares, consisting of 0 Class A Ordinary Shares and 2,500 Class B Ordinary Shares
|
|
|
U.N. Co-Investment Fund VIII (Cayman), L.P.
|
|
1,442 shares, consisting of 338 Class A Ordinary Shares and 1,104 Class B Ordinary Shares
|
|
U.N. Co-Investment Fund IX (Cayman), L.P.
|
|
8,226 shares, consisting of 1,927 Class A Ordinary Shares and 6,299 Class B Ordinary Shares
|
|
Saul A. Fox
|
|
16,536,165 shares, consisting of 4,474,795 Class A Ordinary Shares and 12,061,370 Class B Ordinary Shares
|
|
Mercury Assets Delaware, LLC
|
|
703,871 shares, consisting of 703,871 Class A Ordinary Shares and 0 Class B Ordinary Shares
|
|
Benjerome Trust
|
|
703,871 shares, consisting of 703,871 Class A Ordinary Shares and 0 Class B Ordinary Shares
|
| The Mercury Trust |
0 shares, consisting of 0 Class A Ordinary Shares and 0 Class B Ordinary Shares
|
|
(b)
|
Percent of class:
|
|
Fox Paine International GP, Ltd.
|
|
63.1
|
%
|
|||
|
Fox Paine & Company, LLC
|
|
63.1
|
%
|
|||
|
Fox Paine Capital International GP, L.P.
|
|
63.1
|
%
|
|||
|
Fox Paine Capital Co-Investors International GP, Ltd.
|
|
4.8
|
%
|
|||
|
Fox Paine Capital Fund II International, L.P.
|
|
58.3
|
%
|
|||
|
U.N. Holdings (Cayman) II, Ltd.
|
|
34.5
|
%
|
|||
|
U.N. Holdings (Cayman), Ltd.
|
|
23.9
|
%
|
|||
|
U.N. Co-Investment Fund I (Cayman), L.P.
|
|
2.2
|
%
|
|||
|
U.N. Co-Investment Fund II (Cayman), L.P.
|
|
1.7
|
%
|
|||
|
U.N. Co-Investment Fund III (Cayman), L.P.
|
|
0.6
|
%
|
|||
|
U.N. Co-Investment Fund IV (Cayman), L.P.
|
|
0.1
|
%
|
|||
|
U.N. Co-Investment Fund V (Cayman), L.P.
|
|
0.1
|
%
|
|||
|
U.N. Co-Investment Fund VI (Cayman), L.P.
|
|
0.0
|
%
|
|||
|
U.N. Co-Investment Fund VII (Cayman), L.P.
|
|
0.0
|
%
|
|||
|
U.N. Co-Investment Fund VIII (Cayman), L.P.
|
|
0.0
|
%
|
|||
|
U.N. Co-Investment Fund IX (Cayman), L.P.
|
|
0.0
|
%
|
|||
|
Saul A. Fox
|
|
65.9
|
%
|
|||
|
Mercury Assets Delaware, LLC
|
|
2.8
|
%
|
|||
|
Benjerome Trust
|
|
2.8
|
%
|
|||
|
The Mercury Trust
|
0.0
|
%
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
Sole power to
vote or to direct
the vote
|
|
Shared power to
vote or to direct
the vote
|
|
Sole power to
dispose or to
direct the
disposition of
|
|
Shared power to
dispose or to
direct the
disposition of
|
|||||||||
|
Fox Paine International GP, Ltd.
|
|
—
|
|
|
15,832,294
|
|
|
—
|
|
|
15,832,294
|
|
||||
|
Fox Paine & Company, LLC
|
|
—
|
|
|
15,832,294
|
|
|
—
|
|
|
15,832,294
|
|
||||
|
Fox Paine Capital International GP, L.P.
|
|
—
|
|
|
15,832,294
|
|
|
—
|
|
|
15,832,294
|
|
||||
|
Fox Paine Capital Co-Investors International GP, Ltd.
|
|
—
|
|
|
1,200,232
|
|
|
—
|
|
|
1,200,232
|
|
||||
|
Fox Paine Capital Fund II International, L.P.
|
|
—
|
|
|
14,632,062
|
|
|
—
|
|
|
14,632,062
|
|
||||
|
U.N. Holdings (Cayman) II, Ltd.
|
|
—
|
|
|
8,647,289
|
|
|
—
|
|
|
8,647,289
|
|
||||
|
U.N. Holdings (Cayman), Ltd.
|
|
—
|
|
|
5,984,773
|
|
|
—
|
|
|
5,984,773
|
|
||||
|
U.N. Co-Investment Fund I (Cayman), L.P.
|
|
—
|
|
|
553,490
|
|
|
—
|
|
|
553,490
|
|
||||
|
U.N. Co-Investment Fund II (Cayman), L.P.
|
|
—
|
|
|
432,640
|
|
|
—
|
|
|
432,640
|
|
||||
|
U.N. Co-Investment Fund III (Cayman), L.P.
|
|
—
|
|
|
144,213
|
|
|
—
|
|
|
144,213
|
|
||||
|
U.N. Co-Investment Fund IV (Cayman), L.P.
|
|
—
|
|
|
27,419
|
|
|
—
|
|
|
27,419
|
|
||||
|
U.N. Co-Investment Fund V (Cayman), L.P.
|
|
—
|
|
|
27,419
|
|
|
—
|
|
|
27,419
|
|
||||
|
U.N. Co-Investment Fund VI (Cayman), L.P.
|
|
—
|
|
|
2,883
|
|
|
—
|
|
|
2,883
|
|
||||
|
U.N. Co-Investment Fund VII (Cayman), L.P.
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
||||
|
U.N. Co-Investment Fund VIII (Cayman), L.P.
|
|
—
|
|
|
1,442
|
|
|
—
|
|
|
1,442
|
|
||||
|
U.N. Co-Investment Fund IX (Cayman), L.P.
|
|
—
|
|
|
8,226
|
|
|
—
|
|
|
8,226
|
|
||||
|
Saul A. Fox
|
|
—
|
|
|
16,536,165
|
|
—
|
|
|
16,536,165
|
|
|||||
|
Mercury Assets Delaware, LLC
|
|
—
|
|
|
703,871
|
|
|
—
|
|
|
703,871
|
|
||||
|
Benjerome Trust
|
|
—
|
|
|
703,871
|
|
|
—
|
|
|
703,871
|
|
||||
|
The Mercury Trust
|
—
|
0
|
—
|
0
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Item 10.
|
Certifications.
|
|
February 27, 2013
|
||
|
Date
|
|
Fox Paine International GP, Ltd.
|
|
|
Fox Paine & Company, LLC
|
|
|
Fox Paine Capital International GP, L.P.
|
|
|
Fox Paine Capital Co-Investors International GP, Ltd.
|
|
|
Fox Paine Capital Fund II International, L.P.
|
|
|
U.N. Holdings (Cayman) II, Ltd.
|
|
|
U.N. Holdings (Cayman), Ltd.
|
|
|
U.N. Co-Investment Fund I (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund II (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund III (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund IV (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund V (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund VI (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund VII (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund VIII (Cayman), L.P.
|
|
|
U.N. Co-Investment Fund IX (Cayman), L.P.
|
|
|
Saul A. Fox
|
|
|
Mercury Assets Delaware, LLC
|
|
|
Benjerome Trust
|
|
| The Mercury Trust |
|
By:
|
/s/ Saul A. Fox
|
||
| Name: | Saul A. Fox | ||
| Title: | Authorized Signatory | ||