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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (7) | 08/22/2008 | M | 1,262 | (8) | (8) | Common Stock | 1,262 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORD WILLIAM E GENERAL ATLANTIC SERVICE COMPANY, LLC 3 PICKWICK PLAZA GREENWICH, CT 06830 |
X |
/s/ William E. Ford | 08/25/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | By General Atlantic Partners 82, L.P. ("GAP 82"). See footnote 5 and footnote 6. |
(2) | By GapStar, LLC ("GapStar"). See footnote 5 and footnote 6. |
(3) | By GAP Coinvestments III, LLC ("GAPCO III"). See footnote 5 and footnote 6. |
(4) | By GAP Coinvestments IV, LLC ("GAPCO IV"). See footnote 5 and footnote 6. |
(5) | Disposed of pursuant to the merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. (the "Merger") for (A) (i) $36.00 plus (ii) the product of (a) 0.1323 and (b) the average closing sale price, rounded to four decimal places, of Class A common stock, par value $0.01 per share, of CME Group Inc. ("CME Group Common Stock") on the Nasdaq Global Select Market (as reported in the Wall Street Journal, New York City edition) for the period of ten consecutive trading days ending on the second full trading day prior to the Effective Time (as such term is defined in the Merger Agreement) (the "Average CME Group Share Price") in cash (the "Per Share Cash Consideration") or (B) a number of shares of CME Group Common Stock equal to the Per Share Cash Consideration divided by the Average CME Group Share Price, for each share of NYMEX Holdings, Inc. common stock. See footnote 6. |
(6) | General Atlantic LLC ("GA LLC") is the general partner of GAP 82 and the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are Managing Directors of GA LLC. Mr. Ford is Chief Executive Officer and a Managing Director of GA LLC, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Ford has no pecuniary interest in the shares of the issuer owned by GAPCO GmbH & Co. KG and GAP Coinvestments CDA, L.P. |
(7) | Each deferred stock unit represents a contingent right to receive one share of NYMEX Holdings, Inc. common stock. |
(8) | The accelerated vesting of the deferred stock units is due to the consummation of the transaction between CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. |
(9) | Not applicable. |
(10) | Disposed of pursuant to the merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. at an exchange ratio of 0.2378 shares of CME Group Inc. Class A common stock for each share of NYMEX Holdings, Inc. common stock. |