RECOVERY ENGINEERING INC 4
4 · RECOVERY ENGINEERING INC · Filed Oct 12, 1999
Insider Transaction Report
Form 4
GOLDMAN SACHS GROUP INC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
1999-09-17$25.82/sh+4,000$103,280→ 0 total(indirect: 01) - Exercise/Conversion
Common Stock
1999-09-17$24.01/sh+4,000$96,040→ 0 total(indirect: 01) - Exercise/Conversion
Common Stock
1999-09-17$5.84/sh+4,000$23,360→ 0 total(indirect: 02) - Exercise/Conversion
Common Stock
1999-09-17$11.26/sh+1,000$11,260→ 0 total(indirect: 02) - Conversion
Common Stock
1999-09-17$14.85/sh+1,010,001$14,998,515→ 0 total(indirect: 03) - Disposition from Tender
Common Stock
1999-09-29$35.25/sh−1,023,101$36,064,310→ 0 total - Exercise/Conversion
Stock Option
1999-09-17+4,000Exercise: $25.82→ Common Stock (4,000 underlying) - Exercise/Conversion
Stock Option
1999-09-17+4,000Exercise: $24.01→ Common Stock (4,000 underlying) - Exercise/Conversion
Stock Option
1999-09-17+4,000Exercise: $5.84→ Common Stock (4,000 underlying) - Exercise/Conversion
Stock Option
1999-09-17+1,000Exercise: $11.26→ Common Stock (1,000 underlying)
Footnotes (4)
- [01]These options and the shares issued upon their exercise were granted under the Recovery Engineering, Inc. 1993 Director Stock Option Plan to a vice president of Goldman Sachs in his capacity as a director of the Issuer. That person has an agreement with GS Group pursuant to which he held the stock options for the benefit of GS Group.
- [02]These options and the shares issued upon their exercise were granted under the Recovery Engineering, Inc. 1993 Director Stock Option Plan to a former managing director of Goldman Sachs in his capacity as a director of the Issuer. That person has an agreement with GS Group pursuant to which he held the stock options for the benefit of GS Group.
- [03]Goldman Sachs and GS Group may be deemed to own beneficially and indirectly up to 1,010,101 shares of common stock of the Issuer ("Common Stock") by reason of the ownership by GSCP II and the Stone/Bridge Funds (collectively, the "Limited Partnerships") of $15,000,000 principal amount in 5% Convertible Notes due 2003 (the "Notes"), which were converted into 1,010,101 shares of Common Stock, in the aggregate. Goldman Sachs is an indirect wholly owned subsidiary of GS Group. Affiliates of Goldman Sachs and GS Group are the general partner, managing partner or managing general partner of the Limited Partnerships. Goldman Sachs is the investment manager of GSCP II. Goldman Sachs and GS Group each disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Limited Partnerships except to the extent of their pecuniary interest therein. GSCP may be deemed to own beneficially and directly, and its general partner, GS Advisors, may be deemed to own beneficially and indirectly, 633,766 shares of Common Stock by reason of the ownership by GSCP of $9,411,420 principal amount in Notes which were converted into 633,766 shares of Common Stock, in the aggregate. 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 Cayman, may be deemed to own beneficially and indirectly, 251,948 shares of Common Stock by reason of the ownership by GSCP III Offshore of $3,741,435 principal amount in Notes, which were converted into 251,948 shares of Common Stock, in the aggregate. GS Advisors Cayman 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, 23,377 shares of Common Stock by reason of the ownership by GSCP II Germany of $347,145 principal amount in Notes, which were converted into 23,377 shares of Common Stock, in the aggregate. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone Street 1996 may be deemed to own beneficially and directly, and its general partner, Empire Corp., may be deemed to own beneficially and indirectly, 60,191 shares of Common Stock by reason of the ownership by Stone Street 1996 of $893,835 principal amount in Notes, which were converted into 60,191 shares of Common Stock, in the aggregate. Empire Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Bridge Street 1996 may be deemed to own beneficially and directly, and its managing general partner, Empire Corp., may be deemed to own beneficially and indirectly, 40,819 shares of Common Stock by reason of the ownership by Bridge Street 1996 of $606,165 principal amount in Notes, which were converted into 40,819 shares of Common Stock, in the aggregate. Empire Corp. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [04]The Reporting Persons tendered all of their Common Stock to Tenzing, Inc. ("Tenzing"), a direct wholly owned subsidiary of The Procter & Gamble Company, pursuant to Tenzing's offer to purchase for cash all of the outstanding shares of Common Stock. 1,010,101 shares of Common Stock were tendered by the Limited Partnerships and 13,000 shares of Common Stock were tendered by directors of the Issuer on behalf of GS Group.