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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 | |
Sagard Capital Partners, L.P. 325 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
Sagard Capital Partners GP, Inc. 325 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
Sagard Capital Partners Management Corp 325 GREENWICH AVENUE 2ND FLOOR GREENWICH, CT 06830 |
X |
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners, L.P. | 01/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners GP, Inc. | 01/05/2014 | |
**Signature of Reporting Person | Date | |
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners Management Corp. | 01/05/2014 | |
**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 a portion of the quarterly director fees for Dan Friedberg, President of GP and Sagard Management, for the quarter ended December 31, 2014, which were paid in shares of the Issuer's Common Stock directly to Sagard. |
(2) | Sagard is the direct beneficial owner of 3,514,274 Shares. GP and Sagard Management are indirect beneficial owners of 3,514,274 Shares. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. |
Remarks: This Form 4 is being filed by Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Reporting Persons"). As a result of direct and indirect securities holdings, Power Corporation of Canada and The Desmarais Family Residuary Trust (the "Trust"), which was formed under the Last Will and Testament of Paul G. Desmarais, may be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada, the Trust and the trustees of the Trust disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |