Edgar Filing: WHITNEY V LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â WHITNEY V LP

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2005

3. Issuer Name and Ticker or Trading Symbol
RBC Bearings INC [ROLL]

(Last)

(First)

(Middle)

177 BROAD STREET, 15TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
08/09/2005

(Street)

STAMFORD,Â CTÂ 06901

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Voting Common Stock	Â ⁽²⁾	Â ⁽²⁾	Common	⁽²⁾	$ ⁽²⁾	I	See Footnote 1. ⁽¹⁾
Class B Exchangeable Convertible Participating Pfd Stock	Â ⁽²⁾	Â ⁽²⁾	Common	⁽²⁾	$ ⁽²⁾	I	See Footnote 1. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WHITNEY V LP 177 BROAD STREET, 15TH FLOOR STAMFORD,Â CTÂ 06901	Â	Â X	Â	Â

Signatures

WHITNEY V, L.P., By: Whitney Equity Partners V, LLC, General Partner, By: Daniel J. O'Brien, Managing Member		08/10/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Whitney V, L.P. is the sole managing member of Whitney RBHC Investor, LLC. Whitney V, L.P. disclaims beneficial ownership of the securities held by Whitney RBHC Investor, LLC, except to the extent of its proportionate interest.
(2)	Class A Voting Common Stock and Class B Exchangeable Convertible Participating Preferred Stock will be converted into 7,954,493 shares of Common Stock upon closing of the Issuer's initial public offering.

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