4//SEC Filing
GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG 4
Accession 0000895345-05-000883
CIK 0001298341other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 6:10 PM ET
Size
20.5 KB
Accession
0000895345-05-000883
Insider Transaction Report
Form 4
GS EMPLOYEE FUNDS 2000 GP LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
GOLDMAN, SACHS MANAGEMENT GP GMBH
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
GS CAPITAL PARTNERS 2000 LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
GS ADVISORS 2000 LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
GS CAPITAL PARTNERS 2000 OFFSHORE LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
GOLDMAN SACHS GROUP INC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-08-22$18.41/sh−1,112,790$20,486,464→ 13,589,911 total(indirect: See)
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, the "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 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, the "Reporting Persons").
- [F2]On August 22, 2005, an additional 4,350,000 shares of Nalco Holding Company (the "Company") common stock (the "Common Stock") were sold in a registered public offering pursuant to the underwriters' exercise of their over-allotment option. Nalco LLC received all proceeds from this offering. The 13,589,911 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflect 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, manager or investment manager of the GS Funds. The membership interests in Nalco LLC are held by the GS Funds and affiliates of The Blackstone Group L.P. and Apollo Management, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company.
- [F3]Because voting and dispositive decisions of Nalco LLC with respect to the Common Stock require the approval of at least two of the 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.
- [F4]The Reporting Persons disclaim beneficial ownership of all 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.
- [F5]Represents price to public in an underwritten public offering.
- [F6]Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeother
Related Parties
1- filerCIK 0001232108
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 6:10 PM ET
- Size
- 20.5 KB