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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 | ||||||||
| Stock Option (Right to Purchase) (2) | $ 3.65 | (2) | 12/06/2010 | Class A Common Stock | 25,000 | 25,000 | I | Footnote (1) | |||||||
| Stock Option (Right to Purchase) (2) | $ 14.34 | (2) | 12/04/2011 | Class A Common Stock | 5,000 | 5,000 | I | Footnote (1) | |||||||
| Stock Option (Right to Purchase) | $ 10.46 | (2) | 12/04/2012 | Class A Common Stock | 5,000 | 5,000 | I | Footnote (3) | |||||||
| Stock Option (Right to Purchase) | $ 11.81 | (2) | 12/02/2013 | Class A Common Stock | 5,000 | 5,000 | I | Footnote (4) | |||||||
| Stock Option (Right to Purchase) | $ 8.78 | 12/10/2004 | A | 10,000 | (2) | 12/10/2014 | Class A Common Stock | 10,000 | $ 0 | 10,000 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WALKER JEFFREY C C/O JP MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS - 40TH FLOOR NEW YORK, NY 10020 |
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| /s/ Jeffrey C. Walker | 01/11/2005 | |
| **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) | The amounts shown represent the beneficial ownership of the Issuer's securities by J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"), a portion of which may be deemed attributable to the reporting person because the reporting person is President of JPM SBIC and limited partner of J.P. Morgan Partners Master Fund Manager, L.P. ("MF Manager"), the general partner of the sole shareholder of JPM SBIC. The actual pro rata portion of such beneficial ownership is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within the sole shareholder of JPM SBIC and within MF Manager. The reporting person disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest. |
| (2) | The Stock Options are immediately exercisable. The Stock Options listed in rows 1-2 of Table II were initially granted to the reporting person. In July 2002, these Stock Options were transferred to JPM SBIC. |
| (3) | The amount shown in the third row of Table II represents the direct beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the reporting person because the reporting person is President of JPM SBIC and a limited partner of MF Manager. The actual pro rata portion of such beneficial ownership is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within the sole shareholder of JPM SBIC and MF Manager. |
| (4) | The amount shown in row 4 of Table II represents the direct beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners, LLC, a portion of which may be deemed attributable to the reporting person because the reporting person is Managing Partner of J.P. Morgan Partners, LLC. The actual pro rata portion of such beneficial ownership is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPM SBIC and MF Manager. |
| (5) | These stock options were granted to the reporting person as Director's Compensation; the reporting person is obligated to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC. |