TPG WAFER HOLDINGS LLC 4
4 · MEMC ELECTRONIC MATERIALS INC · Filed Feb 22, 2005
Insider Transaction Report
Form 4
TPG WAFER HOLDINGS LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2005-02-17$11.01/sh−57,000,000$627,638,400→ 67,670,526 total - Sale
Common Stock, par value $0.01 per share
2005-02-18$11.01/sh−8,550,000$94,145,760→ 59,120,526 total
Footnotes (4)
- [F1]The price represents the public offering price of $11.50 per share less the underwriter's discount of $0.4888 per share.
- [F2]James G. Coulter, David Bonderman and William S. Price, III (the "Shareholders") are directors, officers and shareholders of TPG Advisors III, Inc. ("TPG Advisors III"), which is the general partner of TPG GenPar III, L.P., which in turn is the sole general partner of each of TPG Partners III, L.P. ("Partners III"), TPG Parallel III, L.P. ("Parallel III"), TPG Investors III, L.P. ("Investors III"), FOF Partners III, L.P. ("FOF") and FOF Partners III-B, L.P. ("FOF B") and the managing partner of TPG Dutch Parallel III, C.V. ("Dutch Parallel III"). The Shareholders are also directors, officers and stockholders of T3 Advisors, Inc. ("T3 Advisors"), which is the general partner of T3 GenPar, L.P., which in turn is the sole general partner of each of T3 Partners, L.P. ("T3 Partners"), T3 Parallel, L.P. ("T3 Parallel") and T3 Investors, L.P. ("T3 Investors") and the managing partner of T3 Dutch Parallel C.V. ("T3 Dutch").
- [F3]The Shareholders are directors, officers and stockholders of T3 Advisors II, Inc., which is the general partner of T3 GenPar II, L.P., which in turn is the sole general partner of each of T3 Partners II, L.P. ("T3 Partners II") and T3 Parallel II, L.P. ("T3 Parallel II"). Partners III, Parallel III, Investors III, FOF, FOF B, Dutch Parallel III, T3 Partners, T3 Parallel, T3 Investors, T3 Dutch, T3 Partners II and T3 Parallel II (collectively, the "TPG Funds") are members of TPG Wafer Partners LLC ("Wafer Partners"), which in turn is the managing member of TPG Wafer Holdings LLC (the "Reporting Person").
- [F4]Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds may be deemed to beneficially own all of the securities disclosed on this Form 4. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, each Shareholder may be deemed to be the beneficial owner of the shares owned by TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds only to the extent of the greater of his direct or indirect interest in the profits or capital accounts of such entities. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds in excess of such amount.