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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 | |
Nordic Capital VI LTD 26 ESPLANADE ST HELIER, JERSEY JE2 3QA |
X |
/s/ Lynda Elliott, Director | 11/17/2009 | |
**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) | Pursuant to a restructuring, NC Telecom Holding A/S ("NC Telecom") transferred the 10,500,000 shares of Brightpoint common stock it held to certain direct and indirect equityholders in NC Telecom, which has resulted in such equityholders holding the Brightpoint common stock directly. Of these 10,500,000 shares, 1,312,836 shares were transferred to NC Telecom equityholders who are not affiliated with the reporting person. As a result, the reporting person is no longer deemed to be the beneficial owner of such 1,312,836 shares. NC Telecom transferred the remaining 9,187,164 shares to Partner Escrow Holding A/S ("PEH"), which now holds such shares directly. |
Remarks: As discussed in footnote 1, Partner Escrow Holding A/S ("PEH") directly holds the shares of Brightpoint common stock reported on this Form 4. Nordic Capital VI Limited may be deemed to exercise investment discretion and control over the shares directly held by PEH. Nordic Capital VI Limited is the sole general partner of certain limited partnerships that hold approximately 98% of the outstanding shares of Nordic Wholesale Services Limited ("NWS Limited"). These limited partnerships are Nordic Capital VI Alpha, L.P., which owns approximately 45.1% of the outstanding shares of NWS Limited, and Nordic Capital VI Beta, L.P., which owns approximately 52.9 percent of the outstanding shares of NWS Limited. NWS Limited in turn owns 100% of the outstanding shares of Nordic Wholesale Services S.a.r.l. ("NWS S.a.r.l."). PEH is required by power of attorney to carry through a restructuring plan in which NC Telecom and NWS S.a.r.l. are partaking. The restructuring plan currently contemplates that PEH will transfer the 9,187,164 shares of Brightpoint common stock it holds to NWS S.a.r.l. in satisfaction of a claim held by NWS S.a.r.l. on PEH. Nordic Capital VI Limited is managed by a six-person board, and all board action relating to the voting or disposition of these shares requires approval of the board. Nordic Capital VI Limited disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. |