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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 | ||||||||
Convertible Perpetual Preferred Stock | (3) | 08/23/2007 | J(3) | 60,000 (3) | (3) | (3) | Common Stock | 20,000,000 (3) | (4) | 60,000 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO, CA 94133 |
X | X | ||
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133 |
X | |||
KAMIN PETER H 265 FRANKLIN STREET, 16TH FLOOR BOSTON, MA 02110 |
X | X |
VA PARTNERS, LLC, By:/s/ George F. Hamel. Jr., Managing Member | 08/27/2007 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member | 08/27/2007 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member | 08/27/2007 | |
**Signature of Reporting Person | Date | |
VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Managing Member | 08/27/2007 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey W. Ubben | 08/27/2007 | |
**Signature of Reporting Person | Date | |
s/ George F. Hamel, Jr. | 08/27/2007 | |
**Signature of Reporting Person | Date | |
/s/ Peter H. Kamin | 08/27/2007 | |
**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) | On August 23, 2007, the Issuer's stockholders approved the conversion of the Issuer's 12% senior convertible notes ("Amended Notes") into 75,000 shares of the Issuer's Convertible Perpetual Preferred Stock. The reported shares of Common Stock were issued to the reporting person on August 23, 2007 for interest that had accrued on its Amended Note prior to the conversion described above. |
(2) | The reported stock is owned directly by ValueAct Capital Master Fund, L.P and may be deemed to be beneficially owned by (i) VA Partners, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Jeffrey W. Ubben, Peter H. Kamin and George F. Hamel, Jr. are Managing Members of VA Partners, LLC and ValueAct Capital Management, LLC. The reporting person disclaims beneficial ownership of the reported stock except to the extent of his pecuniary interest therein. |
(3) | On August 23, 2007, the Issuer's stockholders approved the conversion of the Issuer's Amended Notes into 75,000 shares of the Issuer's Convertible Perpetual Preferred Stock (the "Conversion Event"). The reporting person was issued 60,000 shares of Convertible Preferred Stock upon the Conversion Event in exchange for the surrender of its Amended Note in the principal aggregate amount of $60,000,000. The 60,000 shares of Convertible Perpetual Preferred Stock are convertible at any time into 20,000,000 shares of the Issuer's Common Stock at the option of the reporting person. |
(4) | Column 8 is not a required reportable field. |
Remarks: Joint Filer Information: Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: VA Partners, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, LLC Issuer and Ticker Symbol: Sirva, Inc. (SIR) Date of Event Requiring Statement: August 23, 2007 |