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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 | ||||||||
| Convertible Participating Voting Preferred Stock, Series B | (4) (6) | 10/21/2010 | C | 1,709,150 | (4)(6) | 10/21/2010 | Common Stock | 786,209,000 | (4) (6) | 0 | I | See Footnote (2) | |||
| Warrant | (3) | 10/21/2010 | J(5)(6) | 1 (5) (6) | 10/21/2010 | 08/26/2017 | Common Stock | 86,625,000 | $ 0.22 (3) | 86,625,000 (1) | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JAECKEL SCOTT L C/O THOMAS H. LEE PARTNERS, L.P. 100FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110 |
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| /s/ Scott L. Jaeckel | 10/27/2010 | |
| **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) | Represents securities of the Issuer held directly by Thomas H. Lee Equity Fund VI, L.P. ("Equity"), Thomas H. Lee Parallel Fund VI, L.P. ("Parallel"), Thomas H. Lee Parallel (DT) Fund VI, L.P. ("DT"), and THL Sterling Equity Investors L.P. ("Sterling", and together with Equity, Parallel and DT, the "Funds"). |
| (2) | The reporting person is a member of Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P., which is the manager of THL Equity Advisors VI, LLC, which, in turn, is the general partner of each of the Funds. As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. |
| (3) | The Warrant is exercisable, in whole or part, to purchase 86,625,000 shares of Common Stock, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. |
| (4) | Because the Stockholder Approval (as defined below) was obtained on October 21, 2010, each share of Convertible Participating Voting Preferred Stock, Series B (the "Series B Preferred Stock") automatically converted into 460 shares of Common Stock on October 22, 2010 in accordance with the terms of the Series B Preferred Stock. No consideration for this conversion was required or provided. |
| (5) | Because the Stockholder Approval has been obtained, the Warrant is exercisable, in whole or in part, to purchase 86,625,000 shares of Common Stock. Prior to receipt of Stockholder Approval, the Warrant was exercisable for Series B Preferred stock. |
| (6) | "Stockholder Approval" refers to the approval by the stockholders of the Corporation on October 21, 2010 to increase the number of authorized shares of Common Stock to at least 10,000,000,000 or such larger number as the Board of Directors determines in its reasonable judgment is necessary. |