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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hellman & Friedman LLC ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| Hellman & Friedman LP ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| Hellman & Friedman GP LLC ONE MARITIME PLAZA 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| Hellman & Friedman Investors V, L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| H&F Brewer AIV, L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| H&F Brewer AIV II, L.P. ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO, CA 94111 |
X | X | ||
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman LLC | 03/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman GP LLC, as General Partner of Hellman & Friedman LP | 03/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman GP LLC | 03/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P. | 03/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of H&F Brewer AIV, L.P. | 03/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Allen R. Thorpe, as Managing Director of Hellman & Friedman LLC, as General Partner of Hellman & Friedman Investors V, L.P., as General Partner of H&F Brewer AIV II, L.P. | 03/12/2013 | |
| **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) | These shares represent shares of Class A Common Stock underlying restricted stock units granted by the Issuer to Mr. Thorpe and held by Mr. Thorpe for the benefit of Hellman & Friedman LP ("H&F LP"). Each restricted stock unit vested immediately upon grant and represents the contingent right to receive one share of Class A Common Stock. The shares of Class A Common Stock underlying the restricted stock units will be delivered on the earlier to occur of (i) a change in control of the Issuer and (ii) the termination of Mr. Thorpe's service as a director. The proceeds of any disposition of these shares will be applied against management fees pursuant to the applicable partnership agreement of each of H&F Brewer AIV, L.P. ("AIV") and H&F Brewer AIV II, L.P. ("AIV II"). |
| (2) | Mr. Thorpe is a Managing Director of Hellman & Friedman LLC ("H&F LLC"), Hellman & Friedman GP LLC ("H&F GP") and H&F LP. H&F GP is the sole general partner of H&F LP. H&F LLC is the sole general partner of Hellman & Friedman Investors V, L.P. ("H&F Investors"). H&F Investors is the sole general partner of AIV and of AIV II. As sole general partner of H&F LP, H&F GP may be deemed to beneficially own shares of common stock beneficially owned by H&F LP. As sole general partner of H&F Investors, H&F LLC may be deemed to beneficially own shares of common stock beneficially owned by H&F Investors. As sole general partner of AIV and AIV II, H&F Investors may be deemed to beneficially own shares of common stock beneficially owned by AIV and AIV II. Each of H&F LP, H&F GP, H&F LLC, H&F Investors, AIV and AIV II is a director by deputization of the Issuer. |
| (3) | Four designated members of H&F GP have collective power, by majority vote among them, to vote or to direct the vote of, and to dispose, or direct the disposition of, shares of common stock that are beneficially owned by H&F LP and H&F GP. A four person investment committee of H&F LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, shares of common stock that are beneficially owned by H&F LLC, H&F Investors, AIV and AIV II. Each designated member of H&F GP and each member of the investment committee of H&F LLC disclaims beneficial ownership of such shares of common stock. |