Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| DZS INC.ZHNE · Entity 17724 | See footnote (1) below. | November 13, 2003 | November 24, 2003 |
| Fidelity National Information Services, Inc.FIS · Entity 3247 | Director | June 12, 2019 | June 13, 2019 |
| HCA Healthcare, Inc.HCA INC. · Entity 2929 | 10% owner | March 13, 2009 | June 05, 2009 |
| Rockwood Holdings, Inc.ROC · Entity 16727 | 10% owner | December 07, 2007 | December 12, 2007 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
DZS INC.
Report date November 13, 2003 · Filed November 24, 2003
Jointly reported with KKR 1996 GP LLC, RAETHER PAUL E, RICHARRDSON NEIL A, STUART SCOTT M, KRAVIS HENRY R, KKR ZT LLC, KKR ASSOCIATES 1996 L P, KKR 1996 FUND L P
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee below. | 8,959,375 |
Reported balance
Holding disclosure · report date 2003-11-13 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 8,959,375 F1: See the attached Joint Filer information. |
Filing footnotes · ownership attribution and instrument terms
F1: See the attached Joint Filer information.
Fidelity National Information Services, Inc.
Report date June 12, 2019 · Filed June 13, 2019
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 5,541 |
Reported balance
After 2019-06-12 transaction · row 1
1 source rowRow 1 · 2019-06-12 · Exercise / conversion · Acquired 466 · Balance 5,541 |
| Restricted Stock UnitsSEC Table II · derivative / convertible security · Conversion / exercise price $0.00 | Direct | 934 |
Reported balance
After 2019-06-12 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2019-06-12 · Exercise / conversion · Disposed 466 · Balance 934 F1: The restricted stock units vest and distribute in three equal annual installments on each anniversary date. |
Filing footnotes · ownership attribution and instrument terms
F1: The restricted stock units vest and distribute in three equal annual installments on each anniversary date.
HCA Healthcare, Inc.
Report date March 13, 2009 · Filed June 05, 2009 · Amendment
Jointly reported with KKR & Co. LLC, KRAVIS HENRY R, ROBERTS GEORGE R, RAETHER PAUL E, HUTH JOHANNES P, FISHER TODD A
Amendment: balances below belong to this corrected disclosure, not necessarily a complete replacement of earlier positions.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by KKR PEI Investments, L.P. | 3,949,873.017 |
Reported balance
After 2009-03-13 transaction · row 1
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 1 · 2009-03-13 · Other · Disposed 952,087.983 · Balance 3,949,873.017 F2: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F7: PEI Investments directly owns 3,949,873.017 units of Hercules Holding II, LLC (after giving effect to both the initial transfer and the post-closing adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (8)) F8: As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (9)) F9: KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by 8 North America Investor L.P. | 952,087.983 |
Reported balance
After 2009-03-13 transaction · row 2
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 2 · 2009-03-13 · Other · Acquired 952,087.983 · Balance 952,087.983 F2: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by KKR Partners III, L.P. | 319,411 |
Reported balance
Holding disclosure · report date 2009-03-13 · row 3
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 3 · Balance 319,411 F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F10: KKR Partners III directly owns 319,411 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by OPERF Co-Investment L.L.C. | 196,078 |
Reported balance
Holding disclosure · report date 2009-03-13 · row 4
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 4 · Balance 196,078 F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F11: OPERF Co-Investment, L.L.C. directly owns 196,078 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by KKR Millennium Fund L.P. | 9,313,725 |
Reported balance
Holding disclosure · report date 2009-03-13 · row 5
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 5 · Balance 9,313,725 F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F12: KKR Millennium Fund L.P. directly owns 9,313,725 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
| Common StockSEC Table I · non-derivative | IndirectHeld through Hercules Holding II, LLC by KKR 2006 Fund L.P. | 8,642,157 |
Reported balance
Holding disclosure · report date 2009-03-13 · row 6
Amendment: may correct only part of an earlier disclosure.
1 source rowRow 6 · Balance 8,642,157 F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F13: KKR 2006 Fund L.P. directly owns 8,642,157 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure. F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. |
Filing footnotes · ownership attribution and instrument terms
F1: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer.
F2: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3))
F3: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4))
F4: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5))
F5: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6))
F6: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred.
F7: PEI Investments directly owns 3,949,873.017 units of Hercules Holding II, LLC (after giving effect to both the initial transfer and the post-closing adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (8))
F8: As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (9))
F9: KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C.
F10: KKR Partners III directly owns 319,411 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.
F11: OPERF Co-Investment, L.L.C. directly owns 196,078 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.
F12: KKR Millennium Fund L.P. directly owns 9,313,725 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.
F13: KKR 2006 Fund L.P. directly owns 8,642,157 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.
F14: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.
F15: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms.
Rockwood Holdings, Inc.
Report date December 07, 2007 · Filed December 12, 2007
Jointly reported with KKR 1996 GP LLC, KKR ASSOCIATES 1996 L P, KKR 1996 FUND L P, KRAVIS HENRY R, ROBERTS GEORGE R, MICHELSON MICHAEL W, GREENE JAMES H JR, HUTH JOHANNES P
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectSee Footnote | 15,174,368 |
Reported balance
After 2007-12-07 transaction · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · 2007-12-07 · Sale · Disposed 97,999 · Balance 15,174,368 F1: Represents price to the public pursuant to an underwritten offering before underwriting discounts and commissions upon the exercise of the underwriters' over-allotment option. F3: These securities are held of record by KKR 1996 Fund L.P. As the sole general partner of KKR 1996 Fund L.P., KKR Associates 1996 L.P. may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P. As the sole general partner of KKR Associates 1996 L.P., KKR 1996 GP LLC also may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P. F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectSee Footnote | 3,354,108 |
Reported balance
Holding disclosure · report date 2007-12-07 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 3,354,108 F2: These securities are held of record by KKR Millennium Fund L.P. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P. As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC also may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P. F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectSee Footnote | 131,093 |
Reported balance
Holding disclosure · report date 2007-12-07 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 131,093 F4: These securities are held of record by KKR Partners II, L.P. As the general partners of KKR Partners II, L.P., KKR Associates (Strata) L.P. and KKR Associates, L.P. may be deemed to be the beneficial owners of such securities held by KKR Partners II, L.P. As the sole general partner of KKR Associates (Strata) L.P., Strata L.L.C. also may be deemed to be the beneficial owner of such securities held by KKR Partners II, L.P. F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectSee Footnote | 318,174 |
Reported balance
Holding disclosure · report date 2007-12-07 · row 4
Holding and transaction disclosures are not merged.
1 source rowRow 4 · Balance 318,174 F5: These securities are held of record by KKR Partners III, L.P. (Series F). As the sole general partner of KKR Partners III, L.P., KKR III GP LLC may be deemed to be the beneficial owner of such securities held by KKR Partners III, L.P. (Series F). F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectSee Footnote | 10,643,136 |
Reported balance
Holding disclosure · report date 2007-12-07 · row 5
Holding and transaction disclosures are not merged.
1 source rowRow 5 · Balance 10,643,136 F6: The securities are held of record by KKR European Fund, Limited Partnership. As the sole general partner of KKR European Fund, Limited Partnership, KKR Associates Europe, Limited Partnership may be deemed to be the beneficial owner of such securities held by KKR European Fund, Limited Partnership. As the sole general partner of KKR Associates Europe, Limited Partnership, KKR Europe Limited also may be deemed to be the beneficial owner of such securities held by KKR European Fund, Limited Partnership. F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. |
Filing footnotes · ownership attribution and instrument terms
F1: Represents price to the public pursuant to an underwritten offering before underwriting discounts and commissions upon the exercise of the underwriters' over-allotment option.
F2: These securities are held of record by KKR Millennium Fund L.P. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P. As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC also may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P.
F3: These securities are held of record by KKR 1996 Fund L.P. As the sole general partner of KKR 1996 Fund L.P., KKR Associates 1996 L.P. may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P. As the sole general partner of KKR Associates 1996 L.P., KKR 1996 GP LLC also may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P.
F4: These securities are held of record by KKR Partners II, L.P. As the general partners of KKR Partners II, L.P., KKR Associates (Strata) L.P. and KKR Associates, L.P. may be deemed to be the beneficial owners of such securities held by KKR Partners II, L.P. As the sole general partner of KKR Associates (Strata) L.P., Strata L.L.C. also may be deemed to be the beneficial owner of such securities held by KKR Partners II, L.P.
F5: These securities are held of record by KKR Partners III, L.P. (Series F). As the sole general partner of KKR Partners III, L.P., KKR III GP LLC may be deemed to be the beneficial owner of such securities held by KKR Partners III, L.P. (Series F).
F6: The securities are held of record by KKR European Fund, Limited Partnership. As the sole general partner of KKR European Fund, Limited Partnership, KKR Associates Europe, Limited Partnership may be deemed to be the beneficial owner of such securities held by KKR European Fund, Limited Partnership. As the sole general partner of KKR Associates Europe, Limited Partnership, KKR Europe Limited also may be deemed to be the beneficial owner of such securities held by KKR European Fund, Limited Partnership.
F7: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8)
F8: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein.
F9: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4.
F10: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement.
Past disclosures · reporting ended (2)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
AMPHENOL CORP /DE/
Report date February 23, 2004 · Filed February 26, 2004
Section 16 reporting ended · disclosed 2004-02-26. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectSee Footnote | 4,350,628 |
Reported balance
After 2004-02-23 transaction · row 1
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 1 · 2004-02-23 · Other · Disposed 7,560,000 · Balance 4,350,628 F1: Sale of shares in a registered underwritten secondary offering. The underwriting agreement was entered into on February 23, 2004; the sale is expected to be consummated on February 27, 2004. The reported price of $60.00 per share does not reflect an underwriting discount of $2.10 per share. The Reporting Person received $57.90 per share. F2: As a member of KKR 1996 GP L.L.C., which is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a "ten percent beneficial owner" of shares of Class A Common Stock directly held by KKR 1996 Fund L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that it is the beneficial owner of such Class A Common Stock. |
Filing footnotes · ownership attribution and instrument terms
F1: Sale of shares in a registered underwritten secondary offering. The underwriting agreement was entered into on February 23, 2004; the sale is expected to be consummated on February 27, 2004. The reported price of $60.00 per share does not reflect an underwriting discount of $2.10 per share. The Reporting Person received $57.90 per share.
F2: As a member of KKR 1996 GP L.L.C., which is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a "ten percent beneficial owner" of shares of Class A Common Stock directly held by KKR 1996 Fund L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that it is the beneficial owner of such Class A Common Stock.
ZTI MERGER SUBSIDIARY III INC
Report date November 13, 2003 · Filed November 17, 2003
Jointly reported with KKR 1996 GP LLC, KKR ASSOCIATES 1996 L P, KKR 1996 FUND L P, KKR ZT LLC, RAETHER PAUL E, RICHARRDSON NEIL A, STUART SCOTT M, KRAVIS HENRY R
Section 16 reporting ended · disclosed 2003-11-17. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee below. | 0 |
Last balance in matching sequence
After 2003-11-13 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2003-11-13 · Conversion · Acquired 19,062,500 · Balance 19,062,500 F1: See the attached Joint Filer information. Row 2 · 2003-11-13 · Other · Disposed 19,062,500 · Balance 0 F1: See the attached Joint Filer information. |
| Series AA Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $4.00 | IndirectSee below. | 0 |
Reported balance
After 2003-11-13 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2003-11-13 · Conversion · Disposed 19,062,500 · Balance 0 F1: See the attached Joint Filer information. F2: Not applicable. |
Filing footnotes · ownership attribution and instrument terms
F1: See the attached Joint Filer information.
F2: Not applicable.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| June 12, 2019 Filed Jun 13, 2019 20:07 UTC | Fidelity National Information Services, Inc. FIS · Entity 3247 | Exercise / conversionRestricted Stock Units · Derivative | 466 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001127602-19-021550 · form4.xml · derivative · entry 2 NAVAB ALEXANDER · CIK 0001205612 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 934 Underlying: Common Stock · 466 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.expiration_date: The restricted stock units vest and distribute in three equal annual installments on each anniversary date. Read SEC document |
| June 12, 2019 Filed Jun 13, 2019 20:07 UTC | Fidelity National Information Services, Inc. FIS · Entity 3247 | Exercise / conversionCommon Stock | 466 | $0.00 | $0.00 |
DisclosureSEC source: 0001127602-19-021550 · form4.xml · nonDerivative · entry 1 NAVAB ALEXANDER · CIK 0001205612 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,541 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| May 22, 2019 Filed May 23, 2019 20:29 UTC | Fidelity National Information Services, Inc. FIS · Entity 3247 | GrantRestricted Stock Units · Derivative | 1,777 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001127602-19-019622 · form4.xml · derivative · entry 1 NAVAB ALEXANDER · CIK 0001205612 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,777 Underlying: Common Stock · 1,777 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to one share of FIS common stock. F2 · derivative.exercise_date: The restricted stock units vest and distribute in three equal annual installments commencing on the first anniversary date of the grant. F2 · derivative.expiration_date: The restricted stock units vest and distribute in three equal annual installments commencing on the first anniversary date of the grant. Read SEC document |
| March 21, 2019 Filed Mar 21, 2019 20:10 UTC | Fidelity National Information Services, Inc. FIS · Entity 3247 | PurchaseCommon Stock | 5,075 | $107.22 | $544,141.50 |
DisclosureSEC source: 0001127602-19-012656 · form4.xml · nonDerivative · entry 1 NAVAB ALEXANDAR JR · CIK 0001205612 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,075 F1 · price: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $107.19 to $107.25, inclusive. Read SEC document |
| June 12, 2018 Filed Jun 14, 2018 20:14 UTC | Fidelity National Information Services, Inc. FIS · Entity 3247 | GrantRestricted Stock Units · Derivative | 1,400 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001127602-18-020891 · form4.xml · derivative · entry 1 NAVAB ALEXANDAR JR · CIK 0001205612 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,400 Underlying: Common Stock · 1,400 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of FIS common stock. F2 · derivative.exercise_date: The restricted stock units vest and distribute in three equal annual installments on each anniversary date. F2 · derivative.expiration_date: The restricted stock units vest and distribute in three equal annual installments on each anniversary date. Read SEC document |
| March 13, 2009 Filed Mar 18, 2009 17:10 UTC | HCA Healthcare, Inc. HCA INC. · Entity 2929 | OtherCommon Stock | 1,034,313.771 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-09-018516 · a4.xml · nonDerivative · entry 2 KKR & Co. LLC · CIK 0001399769 · 10% owner KRAVIS HENRY R · CIK 0001081714 · 10% owner ROBERTS GEORGE R · CIK 0001081715 · 10% owner RAETHER PAUL E · CIK 0001192062 · 10% owner HUTH JOHANNES P · CIK 0001206779 · 10% owner FISHER TODD A · CIK 0001206470 · 10% owner NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through Hercules Holding II, LLC by KKR sponsored co-investment fund Disclosed balance after: 1,034,313.771 F2 · kind: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · kind: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · kind: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · shares: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · shares: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · shares: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · price: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · price: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · price: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · balance_after: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · balance_after: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · balance_after: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F1 · ownership.nature: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares") of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F2 · ownership.nature: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · ownership.nature: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · ownership.nature: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F11 · ownership.nature: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F12 · ownership.nature: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. Read SEC document |
| March 13, 2009 Filed Mar 18, 2009 17:10 UTC | HCA Healthcare, Inc. HCA INC. · Entity 2929 | OtherCommon Stock | 1,034,313.771 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-09-018516 · a4.xml · nonDerivative · entry 1 KKR & Co. LLC · CIK 0001399769 · 10% owner KRAVIS HENRY R · CIK 0001081714 · 10% owner ROBERTS GEORGE R · CIK 0001081715 · 10% owner RAETHER PAUL E · CIK 0001192062 · 10% owner HUTH JOHANNES P · CIK 0001206779 · 10% owner FISHER TODD A · CIK 0001206470 · 10% owner NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through Hercules Holding II, LLC by KKR PEI Investments, L.P. Disclosed balance after: 3,867,647.229 F2 · kind: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · kind: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · kind: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · shares: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · shares: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · shares: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · price: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · price: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · price: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F2 · balance_after: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (3)) F3 · balance_after: After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (4)) F4 · balance_after: such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above. F1 · ownership.nature: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares") of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F5 · ownership.nature: PEI Investments directly owns 3,867,647.229 units of Hercules Holding II, LLC (after giving effect to the initial transfer and before any adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, (continued in footnote (6)) F6 · ownership.nature: may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. F11 · ownership.nature: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F12 · ownership.nature: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. Read SEC document |
| March 13, 2009 Filed Jun 5, 2009 18:10 UTC Amendment | HCA Healthcare, Inc. HCA INC. · Entity 2929 | OtherCommon Stock | 952,087.983 | $42.10 | $40,082,904.08 |
DisclosureSEC source: 0001104659-09-036891 · a4a.xml · nonDerivative · entry 2 KKR & Co. LLC · CIK 0001399769 · 10% owner KRAVIS HENRY R · CIK 0001081714 · 10% owner ROBERTS GEORGE R · CIK 0001081715 · 10% owner RAETHER PAUL E · CIK 0001192062 · 10% owner HUTH JOHANNES P · CIK 0001206779 · 10% owner FISHER TODD A · CIK 0001206470 · 10% owner NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through Hercules Holding II, LLC by 8 North America Investor L.P. Disclosed balance after: 952,087.983 F2 · kind: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · kind: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · kind: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · kind: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · kind: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · shares: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · shares: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · shares: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · shares: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · shares: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · price: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · price: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · price: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · price: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · price: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · balance_after: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · balance_after: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · balance_after: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · balance_after: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · balance_after: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F1 · ownership.nature: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F2 · ownership.nature: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · ownership.nature: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · ownership.nature: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · ownership.nature: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · ownership.nature: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F14 · ownership.nature: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15 · ownership.nature: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. Read SEC document |
| March 13, 2009 Filed Jun 5, 2009 18:10 UTC Amendment | HCA Healthcare, Inc. HCA INC. · Entity 2929 | OtherCommon Stock | 952,087.983 | $42.10 | $40,082,904.08 |
DisclosureSEC source: 0001104659-09-036891 · a4a.xml · nonDerivative · entry 1 KKR & Co. LLC · CIK 0001399769 · 10% owner KRAVIS HENRY R · CIK 0001081714 · 10% owner ROBERTS GEORGE R · CIK 0001081715 · 10% owner RAETHER PAUL E · CIK 0001192062 · 10% owner HUTH JOHANNES P · CIK 0001206779 · 10% owner FISHER TODD A · CIK 0001206470 · 10% owner NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through Hercules Holding II, LLC by KKR PEI Investments, L.P. Disclosed balance after: 3,949,873.017 F2 · kind: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · kind: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · kind: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · kind: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · kind: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · shares: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · shares: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · shares: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · shares: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · shares: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · price: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · price: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · price: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · price: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · price: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F2 · balance_after: On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to 8 North America Investor L.P. (the "Buyer"), a KKR-sponsored co-investment fund, for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). (continued in footnote (3)) F3 · balance_after: PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which at the time of the initial transfer was the nearest date in respect of which such fair values had been determined. By agreement of the parties, this initial transfer was subject to a post-closing adjustment in the manner described below. This amendment to Form 4 is being filed to report the number of units of Hercules Holding II, LLC effectively transferred to the Buyer after giving effect to the post-closing adjustment. (continued in footnote (4)) F4 · balance_after: Under the agreement, after the determination of the aggregate fair value as of March 31, 2009 (which was the next date in respect of which such fair values were determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 were less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 were greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5)) F5 · balance_after: such that the Buyer would then hold co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments would not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC which were transferred initially to the Buyer was 1,034,313.771. (continued in footnote (6)) F6 · balance_after: Pursuant to the post-closing adjustment described above, however, the Buyer was required to transfer back to PEI Investments 82,225.788 of the units of Hercules Holding II, LLC initially transferred to the Buyer, which post-closing adjustment transfer occurred on June 4, 2009. After giving effect to the post-closing adjustment, the number of units of Hercules Holding II, LLC effectively transferred to the Buyer was 952,087.983. The effective price of those units was $42.10 per unit, which was calculated solely for purposes of this filing by dividing the pro rated portion of the aggregate purchase price allocable to the co-investment interest in Hercules Holding II, LLC by the total number of units of Hercules Holding II, LLC effectively transferred. F1 · ownership.nature: Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares"), of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. F7 · ownership.nature: PEI Investments directly owns 3,949,873.017 units of Hercules Holding II, LLC (after giving effect to both the initial transfer and the post-closing adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (8)) F8 · ownership.nature: As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. (continued in footnote (9)) F9 · ownership.nature: KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. F14 · ownership.nature: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. F15 · ownership.nature: Because no more than 10 reporting persons can file any one Form 4 through the SEC's Edgar system, affiliates of Kohlberg Kravis Roberts & Co. L.P. have filed two Form 4s with respect to HCA Inc. on the date hereof, all of which, taken together, constitute one Form 4. The reporting persons named in Box 1 of these two Form 4s are KKR PEI Investments, L.P. and KKR & Co. L.L.C., and other reporting persons are listed elsewhere in these forms. Read SEC document |
| December 07, 2007 Filed Dec 12, 2007 02:08 UTC | Rockwood Holdings, Inc. ROC · Entity 16727 | SaleCommon Stock, par value $0.01 per share | 97,999 | $34.00 | $3,331,966.00 |
DisclosureSEC source: 0001104659-07-088311 · a4.xml · nonDerivative · entry 2 KKR 1996 GP LLC · CIK 0001031667 · 10% owner KKR ASSOCIATES 1996 L P · CIK 0001031666 · 10% owner KKR 1996 FUND L P · CIK 0001031665 · 10% owner KRAVIS HENRY R · CIK 0001081714 · 10% owner ROBERTS GEORGE R · CIK 0001081715 · 10% owner MICHELSON MICHAEL W · CIK 0001182415 · 10% owner GREENE JAMES H JR · CIK 0001205970 · 10% owner HUTH JOHANNES P · CIK 0001206779 · 10% owner NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 15,174,368 F1 · price: Represents price to the public pursuant to an underwritten offering before underwriting discounts and commissions upon the exercise of the underwriters' over-allotment option. F3 · ownership.nature: These securities are held of record by KKR 1996 Fund L.P. As the sole general partner of KKR 1996 Fund L.P., KKR Associates 1996 L.P. may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P. As the sole general partner of KKR Associates 1996 L.P., KKR 1996 GP LLC also may be deemed to be the beneficial owner of such securities held by KKR 1996 Fund L.P. F7 · ownership.nature: As members of KKR Millennium GP LLC, KKR 1996 GP LLC and KKR III GP LLC, Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Perry Golkin, Johannes Huth, Alexander Navab and Todd A. Fisher may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P., KKR 1996 Fund L.P. and KKR Partners III L.P. (Series F), respectively; as members of Strata L.L.C. and general partners of KKR Associates, L.P, Messrs. Kravis, Roberts, Raether, Michelson, Greene and Golkin also may be deemed to be beneficial owners of the securities held by KKR Partners II, L.P.; (continued in footnote 8) F8 · ownership.nature: (continued from footnote 7); as members of KKR Millennium GP LLC and KKR III GP LLC, Messrs. Marc S. Lipshchultz, Jacques Garaialde, Reinhard Gorenflos, Scott C. Nuttall and Michael M. Calbert may also be deemed to be beneficial owners of the securities held by KKR Millennium Fund L.P. and KKR Partners III, L.P., respectively; and as directors of KKR Europe Limited, Messrs. Kravis, Roberts, Raether, Michelson, Greene, Golkin, Huth, Navab, Fisher, Lipschultz and Garaialde also may be deemed to be beneficial owners of the securities held by KKR European Fund, Limited Partnership. Each Reporting Person other than the record holders disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by such Reporting Person, except to the extent of such Reporting Person's own pecuniary interest therein. F9 · ownership.nature: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on separate Forms 4. In addition, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 have not had any change in their beneficial ownership or deemed beneficial ownership and, accordingly, are not filing a Form 4. F10 · ownership.nature: The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement. Read SEC document |
| February 23, 2004 Filed Feb 26, 2004 02:23 UTC | AMPHENOL CORP /DE/ APH · Entity 2846 | OtherClass A Common Stock | 7,560,000 | $60.00 | $453,600,000.00 |
DisclosureSEC source: 0001104659-04-005740 · a4.xml · nonDerivative · entry 1 NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 4,350,628 F1 · kind: Sale of shares in a registered underwritten secondary offering. The underwriting agreement was entered into on February 23, 2004; the sale is expected to be consummated on February 27, 2004. The reported price of $60.00 per share does not reflect an underwriting discount of $2.10 per share. The Reporting Person received $57.90 per share. F2 · ownership.nature: As a member of KKR 1996 GP L.L.C., which is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a "ten percent beneficial owner" of shares of Class A Common Stock directly held by KKR 1996 Fund L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that it is the beneficial owner of such Class A Common Stock. Read SEC document |
| November 13, 2003 Filed Nov 17, 2003 21:09 UTC | ZTI MERGER SUBSIDIARY III INC NONE · Entity 17727 | ConversionSeries AA Preferred Stock · Derivative | 19,062,500 | Not disclosed Strike: $4.00 | Not disclosed |
DisclosureSEC source: 0001181431-03-031503 · rrd22724.xml · derivative · entry 3 KKR 1996 GP LLC · CIK 0001031667 · See footnote (1) below. KKR ASSOCIATES 1996 L P · CIK 0001031666 · See footnote (1) below. KKR 1996 FUND L P · CIK 0001031665 · See footnote (1) below KKR ZT LLC · CIK 0001260224 · See footnote (1) below. NAVAB ALEXANDAR JR · CIK 0001205612 · See footnote (1) below. RAETHER PAUL E · CIK 0001192062 · See footnote (1) below. RICHARRDSON NEIL A · CIK 0001207213 · See footnote (1) below. STUART SCOTT M · CIK 0001081716 · See footnote (1) below. KRAVIS HENRY R · CIK 0001081714 · See footnote (1) below. Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See below. Disclosed balance after: 0 Underlying: Common Stock · 19,062,500 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: See the attached Joint Filer information. F2 · derivative.exercise_date: Not applicable. F2 · derivative.expiration_date: Not applicable. F1 · ownership.nature: See the attached Joint Filer information. Read SEC document |
| November 13, 2003 Filed Nov 17, 2003 21:09 UTC | ZTI MERGER SUBSIDIARY III INC NONE · Entity 17727 | OtherCommon Stock | 19,062,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001181431-03-031503 · rrd22724.xml · nonDerivative · entry 2 KKR 1996 GP LLC · CIK 0001031667 · See footnote (1) below. KKR ASSOCIATES 1996 L P · CIK 0001031666 · See footnote (1) below. KKR 1996 FUND L P · CIK 0001031665 · See footnote (1) below KKR ZT LLC · CIK 0001260224 · See footnote (1) below. NAVAB ALEXANDAR JR · CIK 0001205612 · See footnote (1) below. RAETHER PAUL E · CIK 0001192062 · See footnote (1) below. RICHARRDSON NEIL A · CIK 0001207213 · See footnote (1) below. STUART SCOTT M · CIK 0001081716 · See footnote (1) below. KRAVIS HENRY R · CIK 0001081714 · See footnote (1) below. Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See below. Disclosed balance after: 0 F1 · price: See the attached Joint Filer information. F1 · ownership.nature: See the attached Joint Filer information. Read SEC document |
| November 13, 2003 Filed Nov 17, 2003 21:09 UTC | ZTI MERGER SUBSIDIARY III INC NONE · Entity 17727 | ConversionCommon Stock | 19,062,500 | $4.00 | $76,250,000.00 |
DisclosureSEC source: 0001181431-03-031503 · rrd22724.xml · nonDerivative · entry 1 KKR 1996 GP LLC · CIK 0001031667 · See footnote (1) below. KKR ASSOCIATES 1996 L P · CIK 0001031666 · See footnote (1) below. KKR 1996 FUND L P · CIK 0001031665 · See footnote (1) below KKR ZT LLC · CIK 0001260224 · See footnote (1) below. NAVAB ALEXANDAR JR · CIK 0001205612 · See footnote (1) below. RAETHER PAUL E · CIK 0001192062 · See footnote (1) below. RICHARRDSON NEIL A · CIK 0001207213 · See footnote (1) below. STUART SCOTT M · CIK 0001081716 · See footnote (1) below. KRAVIS HENRY R · CIK 0001081714 · See footnote (1) below. Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See below. Disclosed balance after: 19,062,500 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · ownership.nature: See the attached Joint Filer information. Read SEC document |
| August 15, 2003 Filed Aug 20, 2003 01:50 UTC | AMPHENOL CORP /DE/ APH · Entity 2846 | OtherClass A Common Stock | 6,937,770 | $50.00 | $346,888,500.00 |
DisclosureSEC source: 0001104659-03-019237 · a4.xml · nonDerivative · entry 1 NAVAB ALEXANDAR JR · CIK 0001205612 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 9,384,477 F1 · kind: Sale of shares in a registered underwritten secondary offering. The underwriting agreement was entered into on August 15, 2003; the sale is expected to be consummated on August 20, 2003. The reported price of $50.00 per share does not reflect an underwriting discount of $1.98 per share. The Reporting Person received $48.02 per share. F2 · ownership.nature: As a member of KKR 1996 GP L.L.C., which is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a "ten percent beneficial owner" of shares of Class A Common Stock directly held by KKR 1996 Fund L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that it is the beneficial owner of such Class A Common Stock. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.