4//SEC Filing
GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG 4
Accession 0000769993-05-000390
CIK 0001298341other
Filed
May 2, 8:00 PM ET
Accepted
May 3, 3:39 PM ET
Size
22.6 KB
Accession
0000769993-05-000390
Insider Transaction Report
Form 4
GS ADVISORS 2000 LLC
10% Owner
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
GOLDMAN SACHS GROUP INC
10% Owner
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
GS CAPITAL PARTNERS 2000 LP
10% Owner
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
GS EMPLOYEE FUNDS 2000 GP LLC
10% Owner
Transactions
- Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes) - Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes)
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
GOLDMAN, SACHS MANAGEMENT GP GMBH
10% Owner
Transactions
- Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes) - Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes)
GS CAPITAL PARTNERS 2000 OFFSHORE LP
10% Owner
Transactions
- Purchase
Common Stock
2005-04-29$17.82/sh+200$3,564→ 22,121,505 total(indirect: See Footnotes) - Sale
Common Stock
2005-04-29$17.89/sh−200$3,578→ 22,121,305 total(indirect: See Footnotes)
Footnotes (6)
- [F1]This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and (continued in next footnote)
- [F2]The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH Acquisition, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.
- [F3]The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs or an affiliate will remit appropriate profits, if any, to Nalco Holding Company (the "Company"). The Reporting Persons, other than GS Group, disclaim beneficial ownership of the shares beneficially owned directly by Goldman Sachs.
- [F4]The 22,121,305 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflects the GS Funds indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner or manager of the GS Funds, which own in the aggregate approximately 24% of Nalco LLC. The balance of the membership interests in Nalco LLC are held by affiliates of The Blackstone Group L.P. and Apollo Management V, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.
- [F5]Because voting and dispositive decisions of Nalco LLC with respect to the Company's common stock, $0.01 par value per share ("Common Stock") require the approval of at least two of the three LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000.
- [F6]The Reporting Persons disclaim beneficial ownership of the 22,121,305 shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeother
Related Parties
1- filerCIK 0001232108
Filing Metadata
- Form type
- 4
- Filed
- May 2, 8:00 PM ET
- Accepted
- May 3, 3:39 PM ET
- Size
- 22.6 KB