TUNES COM INC 3
3 · TUNES COM INC · Filed Aug 18, 1999
Insider Transaction Report
Form 3
Holdings
- 1
Common Stock*
[01] - 203
Preferred Stock*
[03][02]Exercise: $3.00→ Common Stock (203 underlying) - 203
Preferred Stock*
[03][02]Exercise: $3.00→ Common Stock (203 underlying) - 203
Preferred Stock*
[03][02]Exercise: $3.00→ Common Stock (203 underlying) - 203
Preferred Stock*
[03][02]Exercise: $3.00→ Common Stock (203 underlying) - 4
(right to buy)*
Exercise: $8.00→ Common Stock (4 underlying)
Footnotes (5)
- [01]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 3,492 shares of Common Stock through GSCP II Offshore, GSCP II Germany, Stone Street 1997, and Bridge Street 1997. Goldman Sachs and GS Group each disclaim beneficial ownership of the securities reported herein as indirectly owned except to the extent of their pecuniary interest therein. GSCP II Offshore may be deemed to own beneficially and directly and its general partner, GS Advisors II, may be deemed to own beneficially and indirectly, 2,339 shares of Common Stock. GS Advisors II disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP II Germany may be deemed to own beneficially and directly and its managing partner, GS oHG, may be deemed to own beneficially and indirectly 216 shares of Common Stock. GSCP II Germany disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone Street 1997 may be deemed to own beneficially and directly and its general partner, Asset Corp., may be deemed to own beneficially and indirectly 631 shares of Common Stock. Asset Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Bridge Street 1997 may be deemed to own beneficially and directly and its managing general partner, Asset Corp., may be deemed to own beneficially and indirectly 306 shares of Common Stock. Asset Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [02]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly 1,875,000 shares of Series A-I Convertible Preferred Stock ("Series A-I Stock"), 250,000 shares of Series A-II Convertible Preferred Stock ("Series A-II Stock"), 187,500 shares of Series A-III Convertible Preferred Stock ("Series A-III Stock") and 95,206 shares of Series A-IV Convertible Preferred Stock ("Series A-IV") through the Limited Partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is the investment manger of GSCP II, GSCP II Germany and GSCP II Offshore. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaim beneficial ownership of the securities reported herein as indirectly owned except to the extent of their pecuniary interest therein. GSCP II may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly 1,176,429 shares of Series A-I Stock, 156,856 shares of Series A-II Stock, 117,644 shares of Series A-III Stock and 59,740 shares of A-IV Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP II Offshore may be deemed to own beneficially and directly and its general partner, GS Advisors II, may be deemed to own beneficially and indirectly, 467,678 shares of Series A-I Stock, 62,358 shares of Series A-II Stock, 46,768 shares of Series A-III Stock and 23,751 shares of Series A-IV Stock. GS Advisors II disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP II Germany may be deemed to own beneficially and directly and its managing partner, GS oHG, may be deemed to own beneficially and indirectly 43,393 shares of Series A-I Stock, 5,786 shares of Series A-II Stock, 4,338 shares of Series A-III Stock and 2,195 shares of Series A-IV Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone Street 1997 may be deemed to own beneficially and directly and its general partner, Asset Corp., may be deemed to own beneficially and indirectly 126,216 shares of Series A-I Stock, 16,829 shares of Series A-II Stock, 12,621 shares of Series A-III Stock and 6,410 shares of Series A-IV Stock. Asset Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Bridge Street 1997 may be deemed to own beneficially and directly and its managing general partner, Asset Corp., may be deemed to own beneficially and indirectly 61,284 shares of Series A-I Stock, 8,171 shares of Series A-II Stock, 6,129 shares of Series A-III Stock and 3,110 shares of Series A-IV Stock. Asset Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [03]Upon the closing of the IPO, each share of Series A-I Stock, Series A-II Stock, Series A-III Stock, and Series A-IV Stock (collectively, "Convertible Stock"), will be automatically converted into an equal number of shares of Common Stock. The Convertible Stock is convertible at the option of the holder at any time after the date of issuance and prior to the closing of the IPO into an equal number of shares of Common Stock.
- [04]By their terms, these warrants expire immediately before the closing of a firmly underwritten public offering of Common Stock or other equity security of the Company. However, such expiration has been waived pending expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the purchase of shares of Common Stock by GSCP II pursuant to the warrants.
- [05]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly warrants to purchase 5,883 shares of Common Stock through GSCP II. Goldman Sachs and GS Group each disclaim beneficial ownership of the securities reported herein as indirectly owned except to the extent of their pecuniary interest therein. GSCP II may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly warrants to purchase 5,883 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. ***Signatures: GOLDMAN, SACHS & CO.