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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 | |
KARP ALLAN W C/O KARPREILLY LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT 06830 |
X |
/s/ Christopher K. Reilly, as agent for Allan W. Karp | 10/15/2013 | |
**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) | Shares disposed of pursuant to the Agreement and Plan of Merger, dated as of May 23, 2013, by and among Rhodes Holdco, Inc., Rhodes Merger Sub, Inc. and the Issuer, pursuant to which Rhodes Merger Sub, Inc. merged with and into the Issuer (the "Merger") and each share of Common Stock of the Issuer outstanding immediately prior to the effective time of the Merger was converted into the right to receive $42.00 per share in cash. |
(2) | Owned by SKM Equity Fund II, L.P. and SKM Investment Fund II (together, the "SKM Funds"). SKM Equity Fund II, L.P. directly beneficially owns 6,952,861 shares of Common Stock and SKM Investment Fund II directly beneficially owns 139,057 shares of Common Stock. The Reporting Person is a Managing Member of Saunders Karp & Megrue Partners, LLC, the general partner of each of SKM Investment Fund II and SKM Partners, L.P., which is the general partner of SKM Equity Fund II, L.P. As such, the Reporting Person may be deemed to have a shared voting and/or dispositive power over these shares. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |