4//SEC Filing
TPG WAFER HOLDINGS LLC 4
Accession 0000903423-05-000616
CIK 0000945436other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 6:00 PM ET
Size
19.9 KB
Accession
0000903423-05-000616
Insider Transaction Report
Form 4
TPG WAFER HOLDINGS LLC
10% Owner
Transactions
- Exercise of In-Money
Warrants
2005-08-16−7,085,730→ 2,764,271 totalExercise: $3.00From: 2002-07-10Exp: 2011-11-13→ Common Stock (7,085,730 underlying) - Exercise of In-Money
Warrants
2005-08-16−179,841→ 70,159 total(indirect: See Footnote)Exercise: $3.00From: 2002-07-10Exp: 2011-11-13→ Common Stock (179,841 underlying) - Sale
Common Stock, par value $0.01 per share
2005-08-16$17.09/sh−8,250,000$140,992,500→ 59,420,526 total - Sale
Common Stock, par value $0.01 per share
2005-08-16$17.09/sh−150,000$2,563,500→ 15,000 total(indirect: See Footnote) - Sale
Common Stock, par value $0.01 per share
2005-08-16$17.09/sh−5,910,000$101,001,900→ 591,000 total - Exercise of In-Money
Common Stock, par value $0.01 per share
2005-08-16+150,000→ 0 total(indirect: See Footnote) - Exercise of In-Money
Common Stock, par value $0.01 per share
2005-08-16+5,910,000→ 0 total
Footnotes (8)
- [F1]The price represents the public offering price of $17.25 per share less the underwriter's discount of $0.16 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.
- [F5]Wafer Partners received 5,910,000 shares of Common Stock upon a cashless exercise of its warrants to purchase 5,910,000 shares of Common Stock, and the exercise price was paid by surrendering to the Issuer an additional 1,175,730 warrants, with a value of $15.08 per warrant, held by Wafer Partners. Wafer Partners then sold such 5,910,000 shares of Common Stock at $17.09 per share.
- [F6]Wafer Partners is the managing member of the Reporting Person and the managing member of TPG Wafer Management LLC ("Wafer Management"). After the transactions reported herein, Wafer Partner directly holds 2,764,271 warrants and 591,000 shares of Common Stock.
- [F7]Wafer Management received 150,000 shares of Common Stock upon a cashless exercise of its warrants to purchase 150,000 shares of Common Stock, and the exercise price was paid by surrendering to the Issuer an additional 29,841 warrants, with a value of $15.08 per warrant, held by Wafer Management. Wafer Management then sold such 150,000 shares of Common Stock at $17.09 per share.
- [F8]Wafer Management is a member of the Reporting Person. After the transactions reported herein, Wafer Management directly holds 70,159 warrants and 15,000 shares of Common Stock.
Documents
Issuer
MEMC ELECTRONIC MATERIALS INC
CIK 0000945436
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001162601
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 6:00 PM ET
- Size
- 19.9 KB