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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SUMMITBRIDGE NATIONAL INVESTMENTS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
FORTRESS INVESTMENT GROUP LLC C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | |||
Summit Delta Investor, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X | |||
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X | |||
D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X | |||
DBZ GP, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X | |||
ZWIRN HOLDINGS, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X | |||
ZWIRN DANIEL B C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151 |
X |
/s/ Dean Dakolias, on behalf of SummitBridge National Investments LLC | 06/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Dean Dakolias, on behalf of Drawbridge Special Opportunities Fund LP | 06/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Dean Dakolias, on behalf of Drawbridge Special Opportunities Advisors LLC | 06/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Alan Chesick, on behalf of Fortress Investment Group, LLC | 06/28/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn, on behalf of Summit Delta Investor, LLC | 06/29/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn, on behalf of D.B. Zwirn Special Opportunities Fund, L.P. | 06/29/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn, on behalf of D.B. Zwirn & Co., L.P. | 06/29/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn, on behalf of DBZ GP, LLC | 06/29/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn, on behalf of Zwirn Holdings, LLC | 06/29/2006 | |
**Signature of Reporting Person | Date | |
/s/ Daniel B. Zwirn | 06/29/2006 | |
**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 shares of Common Stock to which this note relates were held directly by SummitBridge National Investments LLC ("SummitBridge LLC"), a Delaware limited liability company. Please note that all of the transactions listed herein relate to the same sale of Common Stock. |
(2) | The shares of Common Stock to which this note relates were held indirectly by Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("Drawbridge LP"), in its capacity as one of the members of SummitBridge LLC. As a result, Drawbridge LP may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge LP expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(3) | The shares of Common Stock to which this note relates were held indirectly by Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("Drawbridge Advisors"), in its capacity as advisor to Drawbridge LP. As a result, Drawbridge Advisors may be deemed to have beneficial ownership of these securities for purposes of Section 16. Drawbridge Advisors expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(4) | The shares of Common Stock to which this note relates were held indirectly by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), in its capacity as the managing member of Drawbridge Advisors. As a result, Fortress may be deemed to have beneficial ownership of these securities for purposes of Section 16. Fortress expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(5) | The shares of Common Stock to which this note relates were held indirectly by Summit Delta Investor, LLC, a Delaware limited liability company ("Summit Delta"), in its capacity as one of the members of SummitBridge LLC. As a result, Summit Delta may be deemed to have beneficial ownership of these securities for purposes of Section 16. Summit Delta expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(6) | The shares of Common Stock to which this note relates were held indirectly by D.B. Zwirn Special Opportunities Fund, L.P. f/k/a Highbridge/Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership ("D.B. Zwirn L.P."), in its capacity as a member of Summit Delta. As a result, D.B. Zwirn L.P. may be deemed to have beneficial ownership of these securities for purposes of Section 16. D.B. Zwirn L.P. expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(7) | The shares of Common Stock to which this note relates were held indirectly by D.B. Zwirn & Co., L.P. f/k/a Highbridge/Zwirn Capital Management, LLC, a Delaware limited partnership ("DBZCO"), in its capacity as the trading manager of D.B. Zwirn L.P. As a result, DBZCO may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZCO expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(8) | The shares of Common Stock to which this note relates were held indirectly by DBZ GP, LLC, a Delaware limited liability company, in its capacity as the general partner of DBZCO. As a result, DBZ GP, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. DBZ GP, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(9) | The shares of Common Stock to which this note relates were held indirectly by Zwirn Holdings, LLC f/k/a D.B. Zwirn & Co., LLC, a Delaware limited liability company, in its capacity as the managing member of DBZ GP, LLC. As a result, Zwirn Holdings, LLC may be deemed to have beneficial ownership of these securities for purposes of Section 16. Zwirn Holdings, LLC expressly disclaims beneficial ownership of any of these securities in which it does not have a pecuniary interest. |
(10) | The shares of Common Stock to which this note relates were held indirectly by Daniel B. Zwirn, in his capacity as the managing member of Zwirn Holdings, LLC. As a result, Daniel B. Zwirn may be deemed to have beneficial ownership of these securities for purposes of Section 16. Daniel B. Zwirn expressly disclaims beneficial ownership of any of these securities in which he does not have a pecuniary interest. |
Remarks: The joint filers include SummitBridge LLC, Drawbridge LP, Drawbridge Advisors, Fortress, Summit Delta, D.B. Zwirn L.P., DBZCO, DBZ GP, LLC, Zwirn Holdings, LLC, Daniel B. Zwirn and Summit Investment Management LLC. A separate Form 4 has been filed for Summit Investment Management LLC due to Form 4 technical filing limitations. That report relates to the same transaction described herein. |