OMB APPROVAL |
||
OMB Number: 3235-0145 |
||
Expires: February 28, 2006 |
||
Estimated average burden hours per response...11 |
||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
CUSIP No. |
06985P 10 0 |
1 | NAMES OF REPORTING PERSONS: |
||||
First Reserve Corporation | |||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
06-1210123 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,388,794 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,388,794 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,388,794 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.1%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
*Based on the 33,785,359 shares of the Issuer's Common Stock that were issued and outstanding immediately following the completion of the Issuer's initial public offering, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on December 9, 2005.
CUSIP No. |
06985P 10 0 |
1 | NAMES OF REPORTING PERSONS: |
||||
First Reserve GP VIII, L.P. | |||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
06-1507318 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,388,794 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,388,794 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,388,794 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.1%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
*Based on the 33,785,359 shares of the Issuer's Common Stock that were issued and outstanding immediately following the completion of the Issuer's initial public offering, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on December 9, 2005.
CUSIP No. |
06985P 10 0 |
1 | NAMES OF REPORTING PERSONS: |
||||
First Reserve Fund VIII, L.P. | |||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
06-1507364 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,388,794 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,388,794 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,388,794 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.1%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
*Based on the 33,785,359 shares of the Issuer's Common Stock that were issued and outstanding immediately following the completion of the Issuer's initial public offering, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on December 9, 2005.
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g)
|
o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
First Reserve Corporation:
|
Amount beneficially owned: | 2,388,794 | ||
Percent of class: | 7.1% | |||
Sole voting power: | 0 | |||
Shared voting power: | 2,388,794 | |||
Sole dispositive power: | 0 | |||
Shared dispositive power: | 2,388,794 | |||
First Reserve GP VIII, L.P.
|
Amount beneficially owned: | 2,388,794 | ||
Percent of class: | 7.1% | |||
Sole voting power: | 0 | |||
Shared voting power: | 2,388,794 | |||
Sole dispositive power: | 0 | |||
Shared dispositive power: | 2,388,794 | |||
First Reserve Fund VIII, L.P.
|
Amount beneficially owned: | 2,388,794 | ||
Percent of class: | 7.1% | |||
Sole voting power: | 0 | |||
Shared voting power: | 2,388,794 | |||
Sole dispositive power: | 0 | |||
Shared dispositive power: | 2,388,794 |
2
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
3
FIRST RESERVE CORPORATION. | ||||
Date: February 9, 2006
|
By: | /s/ Anne E. Gold | ||
Name: Anne E. Gold | ||||
Title: General Counsel | ||||
FIRST RESERVE GP VIII, L.P. | ||||
By: | First Reserve Corporation | |||
Date: February 9, 2006
|
By: | /s/ Anne E. Gold | ||
Name: Anne E. Gold | ||||
Title: General Counsel |
FIRST RESERVE FUND VIII, L.P. | ||||
By: | First Reserve GP VIII, L.P., | |||
Its General Partner | ||||
By: | First Reserve Corporation, | |||
Its General Partner | ||||
Date: February 9, 2006
|
By: | /s/ Anne E. Gold | ||
Name: Anne E. Gold | ||||
Title: General Counsel |
4
Exhibit 1
|
Joint Filing Agreement dated February 9, 2006 among the Reporting Persons. |
5