3//SEC Filing
WARBURG PINCUS XI (LEXINGTON) PARTNERS-A, L.P. 3
Accession 0000903423-16-001160
CIK 0001309108other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 5:14 PM ET
Size
26.7 KB
Accession
0000903423-16-001160
Insider Transaction Report
Form 3
WEX Inc.WEX
KAYE CHARLES R
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
WP MUSTANG CO-INVEST-B L.P.
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
WP MUSTANG CO-INVEST-C L.P.
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
Mustang HoldCo 1 LLC
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
WP MUSTANG CO-INVEST LLC
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
WP (LEXINGTON) HOLDINGS II, L.P.
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
LANDY JOSEPH
Director
Holdings
- 4,011,672
Common Stock, $0.01 par value per share ("Common Stock")
Footnotes (7)
- [F1]This Form 3 is being filed in connection with the issuance of shares of Common Stock of WEX Inc. (the "Issuer") pursuant to the Unit Purchase Agreement, dated October 18, 2015, by and among (i) the Issuer, (ii) Mustang HoldCo 1 LLC ("Mustang Holdco"), Warburg Pincus Private Equity (E&P) XI - B, L.P., Warburg Pincus Private Equity XI-C, L.P., WP XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P., WP Mustang Co-Invest-B L.P ("WP Co-Invest-B"), WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") (all of the entities listed in clause (ii) and this clause (iii), the "Sellers"), (iv) WP Mustang Topco LLC, and (v) Warburg Pincus Private Equity XI (Lexington), LLC.
- [F2]As of July 1, 2016, Mustang Holdco is the holder of 4,011,672 shares of Common Stock of the Issuer.
- [F3]The unitholders of Mustang Holdco include Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), WP XI E&P Partners-B, WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Co-Invest-B, and WP Co-Invest-C.
- [F4]WP E&P XI GP is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B.
- [F5]Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities".
- [F6]Charles R. Kaye and Joseph P. Landy are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
- [F7]By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 4,011,672 shares of Common Stock of the Issuer held by Mustang Holdco. The Warburg Pincus Reporting Persons disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 3 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose, or that any reporting person or other person has an obligation to file this Form 3.
Documents
Issuer
WEX Inc.
CIK 0001309108
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001676981
Filing Metadata
- Form type
- 3
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 5:14 PM ET
- Size
- 26.7 KB