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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 | ||||||||
Forward Sale Contract (obligation to sell) | (1) (2) | 05/26/2010 | J(1)(2) | 1 | (1)(2) | (1)(2) | Common Stock | 22,252,667 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Man Group UK LTD SUGAR QUAY, LOWER THAMES STREET LONDON, X0 EC3R 6DU |
X |
/s/ Per B. Chilstrom, Attorney-in-Fact | 05/28/2010 | |
**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) | On August 13, 2009, the Reporting Person, a wholly-owned subsidiary of Man Group plc, entered into a variable forward sale agreement (the "VFS Agreement") with an unaffiliated counterparty pursuant to which the Reporting Person received an initial cash payment of approximately $112 million on August 18, 2009. In return, the VFS Agreement obligated the Reporting Person to deliver up to an aggregate of 22,252,667 shares of the Issuer's common stock (the Reporting Person's entire ownership stake in the Issuer) in four installments over the course of the agreement, with a related payment being made by the counterparty to the Reporting Person for each delivery installment. For a full description of the original terms of the VFS Agreement, see the prior Form 4 filed by the Reporting Person on August 17, 2009. (Continued in footnote 2). |
(2) | On May 26, 2010 (the "Early Settlement Date"), before the first installment of common stock had been delivered pursuant to the VFS Agreement, the Reporting Person early settled the VFS Agreement pursuant to the terms of an early settlement agreement entered into as of May 26, 2010 (the "Early Settlement Agreement"). In accordance with the terms of the Early Settlement Agreement, on the Early Settlement Date, the Reporting Person delivered 20,137,916 shares of the Issuer's common stock to the counterparty and received $2,788,595. The Reporting Person retained 2,114,751 shares of common stock that had been subject to potential delivery under the VFS Agreement and disposed of them in a separate concurrent transaction, which is described in footnote 4. After completion of the early settlement and the transaction described in footnote 4, the Reporting Person has a 0% beneficial ownership in the Issuer. |
(3) | The number of shares of common stock beneficially owned following both reported transactions is shown in the second row of Table I. |
(4) | On May 26, 2010, in a separate transaction, the Reporting Person sold 2,114,751 shares of common stock to an unaffiliated buyer at $7.85 per share. |
Remarks: Exhibit 24: Power of Attorney |