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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 | |
Eos Capital Partners III L P 320 PARK AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
X | |||
Eos Partners SBIC III, L.P. 320 PARK AVENUE, 9TH FLOOR NEW YORK, NY 10022 |
X |
/s/ Beth L. Bernstein | 09/15/2015 | |
**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) | Eos Capital Partners III, L.P. sold 56,326 shares, and Eos Partners SBIC III, L.P. sold 16,174 shares. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.50 to $33.305, inclusive. Each reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(3) | Following this reported transaction, Eos Capital Partners III, L.P. beneficially owns 3,069,194 shares, and Eos Partners SBIC III, L.P. beneficially owns 881,306 shares. |
(4) | Eos Capital Partners III, L.P. sold 23,545 shares, and Eos Partners SBIC III, L.P. sold 6,761 shares. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $33.23, inclusive. Each reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(6) | Following this reported transaction, Eos Capital Partners III, L.P. beneficially owns 3,045,649 shares, and Eos Partners SBIC III, L.P. beneficially owns 874,545 shares. |
(7) | Eos Capital Partners III, L.P. sold 18,508 shares, and Eos Partners SBIC III, L.P. sold 5,315 shares. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.25, inclusive. Each reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(9) | Following this reported transaction, Eos Capital Partners III, L.P. beneficially owns 3,027,141 shares, and Eos Partners SBIC III, L.P. beneficially owns 869,230 shares. |
(10) | Represents shares of common stock held by Eos Capital Partners III, L.P. ("ECP III") and shares of common stock held by Eos Partners SBIC III., L.P. ("SBIC III"). ECP III, LLC is the general partner of ECP General III, L.P., the general partner of ECP III. Eos General, L.L.C. is the general partner of Eos Partners, L.P., which is the sole member of Eos SBIC General III, L.L.C., the general partner of SBIC III. Because each of these funds are ultimately under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |