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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 | |
TMG Holdings Cooperatief U.A. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
WP (Bermuda) IX PE One Ltd. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
Warburg Pincus (Bermuda) Private Equity Ltd. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X |
TMG HOLDINGS COOPERATIEF U.A. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Director | 03/03/2014 | |
**Signature of Reporting Person | Date | |
TMG HOLDINGS COOPERATIEF U.A. By: /s/ Guido F.X.M. Nieuwenhuizen Title: Director | 03/03/2014 | |
**Signature of Reporting Person | Date | |
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Authorized Signatory | 03/03/2014 | |
**Signature of Reporting Person | Date | |
WP (BERMUDA) IX PE ONE LTD. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Director | 03/03/2014 | |
**Signature of Reporting Person | Date | |
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Authorized Signatory | 03/03/2014 | |
**Signature of Reporting Person | Date | |
WARBURG PINCUS LLC By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Managing Director | 03/03/2014 | |
**Signature of Reporting Person | Date | |
CHARLES R. KAYE By: /s/ Timothy J. Curt Name: Charles R. Kaye By: Timothy J. Curt, Attorney-in-Fact* | 03/03/2014 | |
**Signature of Reporting Person | Date | |
JOSEPH P. LANDY By: /s/ Timothy J. Curt Name: Joseph P. Landy By: Timothy J. Curt, Attorney-in-Fact* | 03/03/2014 | |
**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 public offering price of $18.94 per ordinary share (the "Ordinary Shares") pursuant to a Purchase Agreement dated February 24, 2014. |
(2) | These Ordinary Shares are owned by TMG Holdings Cooperatief U.A., a Dutch cooperatief ("TMG"). TMG is wholly owned by Warburg Pincus (Bermuda) Private Equity IX, L.P., a Bermuda limited partnership ("WP Bermuda IX") and WP (Bermuda) IX PE One Ltd., a Bermuda company ("WPIX PE One"). The general partner of WP Bermuda IX is Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda exempted company ("WP Bermuda Ltd."). WP Bermuda IX is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with WP Bermuda IX, WPIX PE One and WP Bermuda Ltd., the "Warburg Pincus Entities"). Charles R. Kaye and Joseph P. Landy are the Managing General Partners of Warburg Pincus & Co., a New York general partnership, and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. |
(3) | Each of the Warburg Pincus Entities and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the "Warburg Pincus Reporting Persons") has shared voting and investment control of all of the Ordinary Shares referenced above. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons may be deemed to be the beneficial owners of the Ordinary Shares referenced above. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares referenced above except to the extent of any indirect pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Ordinary Shares of the Issuer reported in this Form 4. |
Remarks: * Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other person. TMG is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |