SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TTM
TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
87305R109
(CUSIP Number)
Hicks
Muse Fund III Incorporated
2100 McKinney Avenue, Suite 1600
Dallas, Texas 75201
Telephone Number: (214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
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TTM Technologies, Inc.
1665 Scenic Avenue, Suite 250
Costa Mesa, California 92626
(714) 327-3000 |
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Robert L. Kimball
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201 (214)
220-7700 |
June 8, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box: ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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1 |
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Name of
reporting person: Hicks Muse Fund III Incorporated |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
3,410,722 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
3,410,722 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
3,410,722 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 3.5% (See Item 5) |
14 |
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Type of reporting person (see
instructions) CO |
2
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1 |
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Name of
reporting person: Hicks Muse GP Partners III, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
3,410,722 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
3,410,722 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
3,410,722 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 3.5% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
3
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1 |
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Name of
reporting person: HM3/GP Partners, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
3,320,661 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
3,320,661 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
3,320,661 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 3.4% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
4
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1 |
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Name of
reporting person: Hicks, Muse, Tate & Furst Equity Fund III, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
3,320,661 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
3,320,661 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
3,320,661 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 3.4% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
5
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1 |
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Name of
reporting person: HM3 Coinvestors, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
90,061 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
90,061 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
90,061 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.1% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
6
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1 |
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Name of
reporting person: Hicks, Muse (1999) Fund IV, LLC |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
605,882 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
605,882 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
605,882 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.6% (See Item 5) |
14 |
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Type of reporting person (see
instructions) OO |
7
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1 |
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Name of
reporting person: Hicks, Muse GP (1999) Partners IV, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
605,882 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
605,882 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
605,882 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.6% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
8
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1 |
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Name of
reporting person: HM4/GP (1999) Partners, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
582,217 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
582,217 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
582,217 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.6% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
9
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1 |
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Name of
reporting person: HMTF Equity Fund IV (1999), L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
578,122 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
578,122 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
578,122 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.6% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
10
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1 |
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Name of
reporting person: HMTF Private Equity Fund IV (1999), L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
4,095 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
4,095 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
4,095 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.004% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
11
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1 |
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Name of
reporting person: HM 4-P (1999) Coinvestors, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
14,217 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
14,217 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
14,217 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.01% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
12
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1 |
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Name of
reporting person: HM 4-EQ (1999) Coinvestors, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Texas |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
9,448 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
9,448 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
9,448 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.01% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
13
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1 |
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Name of
reporting person: HM Legacy LLC |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
30,779 (See Item 5) |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
30,779 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
30,779 (See Item 5) |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.03% (See Item 5) |
14 |
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Type of reporting person (see
instructions) OO |
14
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1 |
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Name of
reporting person: HM GP Partners IV Cayman, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
|
Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
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Sole voting power
0 |
|
8 |
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Shared voting power
30,779 (See Item 5) |
|
9 |
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Sole dispositive power
0 |
|
10 |
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Shared dispositive power
30,779 (See Item 5) |
11 |
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Aggregate amount beneficially owned by each reporting person
30,779 (See Item 5) |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.03% (See Item 5) |
14 |
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Type of reporting person (see
instructions) PN |
15
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1 |
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Name of
reporting person: HM Equity Fund IV/GP Partners (1999), C.V. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
|
4 |
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Source of funds (see
instructions): N/A |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
|
Citizenship or place of
organization Netherlands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
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Sole voting power
0 |
|
8 |
|
Shared voting power
30,779 (See Item 5) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
30,779 (See Item 5) |
11 |
|
Aggregate amount beneficially owned by each reporting person
30,779 (See Item 5) |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.03% (See Item 5) |
14 |
|
Type of reporting person (see
instructions) PN |
16
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1 |
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Name of
reporting person: Hicks, Muse PG-IV (1999), C.V. |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
|
SEC use only
|
4 |
|
Source of funds (see
instructions): OO |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
|
Citizenship or place of
organization Netherlands |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
30,779 (See Item 5) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
30,779 (See Item 5) |
11 |
|
Aggregate amount beneficially owned by each reporting person
30,779 (See Item 5) |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.03% (See Item 5) |
14 |
|
Type of reporting person (see
instructions) PN |
17
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1 |
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Name of
reporting person: John R. Muse |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
|
SEC use only
|
4 |
|
Source of funds (see
instructions): N/A |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
|
Citizenship or place of
organization United States of America |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
4,047,383 (See Item 5) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
4,047,383 (See Item 5) |
11 |
|
Aggregate amount beneficially owned by each reporting person
4,047,383 (See Item 5) |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 4.1% (See Item 5) |
14 |
|
Type of reporting person (see
instructions) IN |
18
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1 |
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Name of
reporting person: Andrew S. Rosen |
2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
|
SEC use only
|
4 |
|
Source of funds (see
instructions): N/A |
5 |
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or (2)(e) ¨ |
6 |
|
Citizenship or place of
organization United States of America |
Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
4,047,383 (See Item 5) |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
4,047,383 (See Item 5) |
11 |
|
Aggregate amount beneficially owned by each reporting person
4,047,383 (See Item 5) |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 4.1% (See Item 5) |
14 |
|
Type of reporting person (see
instructions) IN |
19
This Amendment No. 1 amends and supplements the Schedule 13D filed on June 4, 2015 (the Schedule
13D), as set forth herein. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1.
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and restated as
follows:
(a)
(1) Fund III Incorporated may be deemed to beneficially own in the aggregate 3,410,722 shares of Common Stock, representing
approximately 3.5% of the outstanding shares of Common Stock.
(2) GP Partners III may be deemed to beneficially own in the
aggregate 3,410,722 shares of Common Stock, representing approximately 3.5% of the outstanding shares of Common Stock.
(3)
HM3/GP Partners may be deemed to beneficially own in the aggregate 3,320,661 shares of Common Stock, representing approximately 3.4% of the outstanding shares of Common Stock.
(4) Fund III may be deemed to beneficially own in the aggregate 3,320,661 shares of Common Stock, representing approximately
3.4% of the outstanding shares of Common Stock.
(5) HM3 Coinvestors may be deemed to beneficially own in the aggregate
90,061 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock.
(6) Fund IV LLC
may be deemed to beneficially own in the aggregate 605,882 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock.
(7) GP Partners IV may be deemed to beneficially own in the aggregate 605,882 shares of Common Stock, representing
approximately 0.6% of the outstanding shares of Common Stock.
(8) HM4 may be deemed to beneficially own in the aggregate
582,217 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock.
(9) Equity Fund
IV may be deemed to beneficially own in the aggregate 578,122 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock.
(10) Private Equity Fund IV may be deemed to beneficially own in the aggregate 4,095 shares of Common Stock, representing
approximately 0.004% of the outstanding shares of Common Stock.
(11) HM 4-P may be deemed to beneficially own in the
aggregate 14,217 shares of Common Stock, representing 0.01% of the outstanding shares of Common Stock.
(12) EQ Coinvestors
may be deemed to beneficially own in the aggregate 9,448 shares of Common Stock, representing 0.01% of the outstanding shares of Common Stock.
(13) HM Legacy may be deemed to beneficially own in the aggregate 30,779 shares of Common Stock, representing approximately
0.03% of the outstanding shares of Common Stock.
(14) Partners IV Cayman may be deemed to beneficially own in the
aggregate 30,779 shares of Common Stock, representing approximately 0.03% of the outstanding shares of Common Stock.
(15)
HM IV CV may be deemed to beneficially own in the aggregate 30,779 shares of Common Stock, representing approximately 0.03% of the outstanding shares of Common Stock.
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(16) PG-IV may be deemed to beneficially own in the aggregate 30,779 shares of
Common Stock, representing 0.03% of the outstanding shares of Common Stock.
(19) Mr. Muse may be deemed to
beneficially own in the aggregate 4,047,383 shares of Common Stock, representing approximately 4.1% of the outstanding shares of Common Stock.
(20) Mr. Rosen may be deemed to beneficially own in the aggregate 4,047,383 shares of Common Stock, representing
approximately 4.1% of the outstanding shares of Common Stock.
The above percentages are based on (i) the 84,019,121
shares of Common Stock reported as outstanding on the Companys Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on May 5, 2015, and (ii) the 14,475,615 shares of Common Stock issued in connection with the
Merger as described in Item 4 above.
(b)
(1) Fund III Incorporated has sole voting and dispositive power with respect to no shares and shared voting and dispositive
power with respect to 3,410,722 shares of Common Stock as a result of the relationships described in paragraph (A) below.
(2) GP Partners III has sole voting and dispositive power with respect to no shares and shared voting and dispositive power
with respect to 3,410,722 shares of Common Stock as a result of the relationships described in paragraph (A) below.
(3) HM3/GP Partners has sole voting and dispositive power with respect to no shares and shared voting and dispositive power
with respect to 3,320,661 shares of Common Stock as a result of the relationships described in paragraph (A) below.
(4) Fund III has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with
respect to 3,320,661 shares of Common Stock as a result of the relationships described in paragraph (A) below.
(5)
HM3 Coinvestors has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 90,061 shares of Common Stock as a result of the relationships described in paragraph (A) below.
(6) Fund IV LLC has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with
respect to 605,882 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(7) GP
Partners IV has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 605,882 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(8) HM4 has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to
582,217 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(9) Equity Fund IV
has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 578,122 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(10) Private Equity Fund IV has sole voting and dispositive power with respect to no shares and shared voting and dispositive
power with respect to 4,095 shares of Common Stock as a result of the relationships described in paragraph (B) below.
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(11) HM 4-P has sole voting and dispositive power with respect to no shares and
shared voting and dispositive power with respect to 14,217 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(12) EQ Coinvestors has sole voting and dispositive power with respect to no shares and shared voting and dispositive power
with respect to 9,448 shares of Common Stock as a result of the relationships described in paragraph (B) below.
(13)
HM Legacy has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 30,779 shares of Common Stock as a result of the relationships described in paragraph (C) below.
(14) Partners IV Cayman has sole voting and dispositive power with respect to no shares and shared voting and dispositive power
with respect to 30,779 shares of Common Stock as a result of the relationships described in paragraph (C) below.
(15)
HM IV CV has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 30,779 shares of Common Stock as a result of the relationships described in paragraph (C) below.
(16) PG-IV has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect
to 30,779 shares of Common Stock as a result of the relationships described in paragraph (C) below.
(17)
Mr. Muse has sole voting and dispositive power with respect to no shares and shared voting and dispositive power with respect to 4,047,383 shares of Common Stock as a result of the governance structure described in paragraph (D) below.
(18) Mr. Rosen has sole voting and dispositive power with respect to no shares and shared voting and dispositive
power with respect to 4,047,383 shares of Common Stock as a result of the governance structure described in paragraph (D) below.
(A) HM3/GP Partners is the sole general partner of Fund III. GP Partners III is the sole general partner of HM3/GP Partners and
of HM3 Coinvestors. Fund III Incorporated is the sole general partner of GP Partners III. As a result, each of HM3/GP Partners, GP Partners III and Fund III Incorporated may be deemed to beneficially own any shares of Common Stock beneficially owned
by Fund III, and each of GP Partners III and Fund III Incorporated may be deemed to beneficially own any shares of Common Stock beneficially owned by HM3 Coinvestors.
All of the 3,320,661 shares of Common Stock for which Fund III has shared voting and dispositive power are held of record by
Fund III. All of the 90,061 shares of Common Stock for which HM3 Coinvestors has shared voting and dispositive power are held of record by HM3 Coinvestors. Of the shares of Common Stock for which each of Fund III Incorporated, GP Partners III and
HM3/GP Partners has shared voting and dispositive power, none of such shares are held of record by Fund III Incorporated, GP Partners III or HM3/GP Partners, respectively.
(B) HM4 is the sole general partner of each of Equity Fund IV and Private Equity Fund IV. GP Partners IV is the sole general
partner of HM4, HM 4-P and EQ Coinvestors. Fund IV LLC is the sole general partner of GP Partners IV. As a result, each of HM4, GP Partners IV and Fund IV LLC may be deemed to beneficially own any shares of Common Stock beneficially owned by Equity
Fund IV and Private Equity Fund IV, and each of GP Partners IV and Fund IV LLC may be deemed to beneficially own any shares of Common Stock beneficially owned by HM 4-P and EQ Coinvestors.
All of the 578,122 shares of Common Stock for which Equity Fund IV has shared voting and dispositive power are held of record
by Equity Fund IV. All of the 4,095 shares of Common Stock for
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which Private Equity Fund IV has shared voting and dispositive power are held of record by Private Equity Fund IV. All of the 14,217 shares of Common Stock for which HM 4-P has shared voting and
dispositive power are held of record by HM 4-P. All of the 9,448 shares of Common Stock for which EQ Coinvestors has shared voting and dispositive power are held of record by EQ Coinvestors. Of the shares of Common Stock for which each of Fund IV
LLC, GP Partners IV and HM4 has shared voting and dispositive power, none of such shares are held of record by Fund IV LLC, GP Partners IV or HM4, respectively.
(C) HM IV CV is the sole general partner of PG-IV. Partners IV Cayman is the sole general partner of HM IV CV. HM Legacy
(collectively with Fund III Incorporated and Fund IV LLC, the General Partners) is the sole general partner of Partners IV Cayman. As a result, each of HM IV CV, Partners IV Cayman and HM Legacy may be deemed to beneficially own any
shares of Common Stock beneficially owned by PG-IV.
All of the 30,779 shares of Common Stock for which PG-IV has shared
voting and dispositive power are held of record by PG-IV. Of the shares of Common Stock for which each of HM Legacy, Partners IV Cayman and HM IV CV has shared voting and dispositive power, none of such shares are held of record by HM Legacy,
Partners IV Cayman or HM IV CV, respectively.
(D) The committee that exercises voting and dispositive power over the
shares beneficially owned by each of the General Partners currently consists of two members, Messrs. Muse and Rosen. Each of Messrs. Muse and Rosen may be deemed to share beneficial ownership with respect to all of the shares of Common Stock
beneficially owned by the General Partners.
Of the shares of Common Stock for which each of Messrs. Muse and Rosen has
shared voting and dispositive power, none of such shares are held of record by Messrs. Muse or Rosen, respectively.
Each
of the Filing Parties expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares of Common Stock covered by this statement not owned by him or it of record.
(c) The information disclosed in Item 4 above is hereby incorporated herein by reference.
(d) The right to receive dividends from, and proceeds from the sale of, the shares of Common Stock held of record and/or beneficially owned by
the Filing Parties is governed by their respective limited partnership agreements, limited liability regulations and corporate documents, as applicable, and such dividends or proceeds may be distributed with respect to numerous general and limited
partnership, membership or corporate interests.
(e) Each of the Filing Parties ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on June 8, 2015.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended to add the following paragraph at the end of the
item:
In connection with the sale of an aggregate of 3,000,000 shares of Common Stock to Morgan Stanley & Co. LLC
(Morgan Stanley), each of the Filing Parties entered into a lock-up agreement with Morgan Stanley pursuant to which each of the Filing Parties, subject to certain exceptions set forth in such agreements, agreed not to offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
beneficially owned by it or him, for a period of 30 days from June 8, 2015, without the prior consent of Morgan Stanley.
Item 7.
Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended to add the following exhibit:
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3. |
Lock-Up Agreement by and among the Hicks Muse Record Holders and Morgan Stanley & Co. LLC, dated June 8, 2015. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS MUSE FUND III INCORPORATED |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS MUSE GP PARTNERS III, L.P. |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM3/GP PARTNERS, L.P. |
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By: |
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Hicks, Muse GP Partners III, L.P., |
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its general partner |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. |
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By: |
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HM3/GP Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP Partners III, L.P., |
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its general partner |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM3 COINVESTORS, L.P. |
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By: |
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Hicks Muse GP Partners III, L.P., |
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its general partner |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS, MUSE (1999) FUND IV, LLC |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS, MUSE GP (1999) PARTNERS IV, L.P. |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM4/GP (1999) PARTNERS, L.P. |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HMTF EQUITY FUND IV (1999), L.P. |
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By: |
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HM4/GP (1999) Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HMTF PRIVATE EQUITY FUND IV (1999), L.P. |
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By: |
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HM4/GP (1999) Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM 4-P (1999) COINVESTORS, L.P. |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM 4-EQ (1999) COINVESTORS, L.P. |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM LEGACY LLC |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Executive Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM GP PARTNERS IV CAYMAN, L.P. |
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By: |
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HM Legacy LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Executive Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HM EQUITY FUND IV/GP PARTNERS (1999), C.V. |
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By: |
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HM GP Partners IV Cayman, L.P., |
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its general partner |
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By: |
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HM Legacy LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Executive Vice President and Chief Financial Officer |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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June 10, 2015 |
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HICKS, MUSE PG-IV (1999), C.V. |
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By: |
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HM Equity Fund IV/GP Partners (1999), C.V., |
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its general partner |
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By: |
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HM GP Partners IV Cayman, L.P., |
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its general partner |
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By: |
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HM Legacy LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
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David W. Knickel |
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Executive Vice President and Chief Financial Officer |
39
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
June 10, 2015
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/s/ David W. Knickel |
John R. Muse (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 23, 2014, filed with the Securities and Exchange Commission as Exhibit 24 to Form 3 filed by Mr. Muse on
December 29, 2014) |
40
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
June 10, 2015
|
/s/ David W. Knickel |
Andrew S. Rosen (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 22, 2014, filed with the Securities Exchange Commission as Exhibit 2 to Schedule 13D filed by Hicks Muse Fund III
Incorporated on December 29, 2014) |
41
EXHIBIT INDEX
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Exhibit No. |
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Description |
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3 |
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Lock-Up Agreement by and among the Hicks Muse Record Holders and Morgan Stanley & Co. LLC, dated June 8, 2015. |
42
Exhibit 3
LOCK-UP LETTER
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned proposes
to sell 3,000,000 Shares (the Shares) of the Common Stock (the Common Stock) of TTM Technologies, Inc. (the Company) through Morgan Stanley & Co. LLC (Morgan
Stanley) (the Transaction).
To induce Morgan Stanley to enter into the Transaction, the undersigned hereby
agrees that, without the prior written consent of Morgan Stanley, it will not, during the period commencing on the date hereof and ending 30 days after the date hereof (the Restricted Period), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), by the undersigned or any other securities so owned or any securities convertible into or exercisable
or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities
acquired in open market transactions after the date hereof, provided that no filing by any party under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock
or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) distributions of shares of Common Stock or any security
convertible into Common Stock to partners, members, or stockholders of the undersigned, (d) transfers of direct or indirect economic or ownership interests in any of the undersigned, and (e) the establishment of a trading plan pursuant to
Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement
or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the
undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such
plan during the Restricted Period; provided further that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a
lock-up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Exchange Act, reporting
a reduction in beneficial ownership of shares of Common Stock during the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, it will not, during the Restricted Period, make any demand for
or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Companys transfer agent and registrar against the transfer of the undersigneds shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that Morgan Stanley is relying upon this agreement in proceeding toward consummation of the Transaction. The
undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigneds heirs, legal representatives, successors and assigns.
Whether or not the Transaction actually occurs depends on a number of factors, including market conditions.
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Very truly yours, |
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HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. |
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By: |
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HM3/GP Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP Partners III, L.P., |
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its general partner |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
Name: |
|
David W. Knickel |
Title: |
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Vice President |
|
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HM3 COINVESTORS, L.P. |
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By: |
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Hicks, Muse GP Partners III, L.P., |
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its general partner |
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By: |
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Hicks Muse Fund III Incorporated, |
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its general partner |
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By: |
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/s/ David W. Knickel |
Name: |
|
David W. Knickel |
Title: |
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Vice President |
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HMTF EQUITY FUND IV (1999), L.P. |
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By: |
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HM4/GP (1999) Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Partners IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
Name: |
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David W. Knickel |
Title: |
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Vice President |
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HMTF PRIVATE EQUITY FUND IV (1999), L.P. |
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By: |
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HM4/GP (1999) Partners, L.P., |
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its general partner |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Partners IV, LLC, |
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its general partner |
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By: |
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/s/ David W. Knickel |
Name: |
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David W. Knickel |
Title: |
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Vice President |
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HM 4-P (1999) COINVESTORS, L.P. |
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By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
|
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its general partner |
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By: |
|
/s/ David W. Knickel |
Name: |
|
David W. Knickel |
Title: |
|
Vice President |
|
HM 4-EQ (1999) COINVESTORS, L.P. |
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|
By: |
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Hicks, Muse GP (1999) Partners IV, L.P., |
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its general partner |
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By: |
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Hicks, Muse (1999) Fund IV, LLC, |
|
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its general partner |
|
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By: |
|
/s/ David W. Knickel |
Name: |
|
David W. Knickel |
Title: |
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Vice President |
|
HICKS, MUSE PG-IV (1999), C.V. |
|
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By: |
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HM Equity Fund IV/GP Partners (1999), C.V., |
|
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its general partner |
|
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By: |
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HM GP Partners IV Cayman, L.P., |
|
|
its general partner |
|
|
By: |
|
HM Legacy LLC, |
|
|
its general partner |
|
|
By: |
|
/s/ David W. Knickel |
Name: |
|
David W. Knickel |
Title: |
|
Executive Vice President |
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