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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Convert Redeemable Participating Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
6,356,319.56
|
$
18
|
I
|
By Welsh, Carson, Anderson & Stowe X, L.P.
(2)
|
Series A Convert Redeemable Participating Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
307,431
|
$
18
|
I
|
By WCAS Capital Partners IV, L.P.
(2)
|
Series A Convert Redeemable Participating Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
5,518
|
$
18
|
I
|
By WCAS Management Corporation
(3)
|
* |
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 Series A Convertible Redeemable Participating Preferred Stock is immediately convertible into Common Stock and has no expiration date. |
(2) |
The Reporting Person is a managing member of the respective sole general partners of Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Capital Partners IV, L.P. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
(3) |
The Reporting Person is the controlling stockholder of WCAS Management Corporation. Pursuant to Instruction 5(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his preliminary interest therein and/or that are not actually distributed to him. |