JARDEN CORP 4
4 · JARDEN CORP · Filed Jun 13, 2005
Insider Transaction Report
Form 4
JARDEN CORPJAH
KAYE CHARLES R
Director
Transactions
- Conversion
Series B Conv Part Pref Stock, par val $.01 per sh
2005-06-09+150,423→ 260,627 total(indirect: See Footnotes)Exercise: $32.00From: 2005-01-24→ Common Stock - Conversion
Series C Mandatory Conv Part Pref Stock, par val $.01 per sh
2005-06-09−171,429→ 0 total(indirect: See Footnotes)From: 2005-06-09→ Common Stock/Series B Preferred Stock - Conversion
Common Stock, par value $.01 share
2005-06-09+835,691→ 1,447,936 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On June 9, 2005, the stockholders of Jarden Corporation (the "Company") approved proposals at the Company's annual meeting of stockholders that provided, among other things, for the conversion of the Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock") into common stock, par value $0.01 per share (the "Common Stock"), and Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"); and, an amendment to the Company's Restated Certificate of Incorporation to amend the definition of "related party" to exclude the Filing Persons and certain of their affiliates from the term "related party." Pursuant to the terms of the certificate of designations relating to the Series C Preferred Stock, the Series C Preferred Stock was automatically converted into fully paid and non-assessable shares of both (a) Series B Preferred Stock and (b) Common Stock.
- [F2]The number of shares of Common Stock into which a share of the Series B Preferred Stock shall be convertible shall be determined by dividing a certain value per share (the "Base Liquidation Value") in effect at the time of conversion, by the conversion price in effect at the time of conversion. At issuance, the Base Liquidation Value was $1,000.00 and the conversion price was $32.00. The Base Liquidation Value and the conversion price are subject to certain adjustments as set forth in the Certificate of Designations relating to the Series B Preferred Stock.
- [F3]The securities disclosed on this Form 4 are owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (including two related limited partnerships, "WP VIII"). The sole general partner of WP VIII is Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners LLC") and a subsidiary of Warburg Pincus & Co., a New York general partnership ( "WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP VIII. The securities disclosed on this Form 4 may be deemed to be beneficially owned by WP VIII. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP Partners LLC, WP and WP LLC may be deemed to be the beneficial owners of Common Stock held by WP VIII although WP Partners LLC, WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.
- [F4]Mr. Charles R. Kaye, a director of the Company, is a Managing General Partner of WP and a Managing Member of WP LLC. All shares indicated as owned by Mr. Kaye are included because of his affiliation with the Warburg Pincus entities. Mr. Kaye may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934) in an indeterminate portion of the shares owned by WP VIII. Mr. Kaye disclaims beneficial ownership of all shares owned by the Warburg Pincus entities.
- [F5]The Series B Preferred Stock has no expiration date.
- [F6]The Series C Preferred Stock has no expiration date.
- [F7]The number of shares of Series B Preferred Stock into which a share of the Series C Preferred Stock was convertible was determined by multiplying a certain value per share (the "Liquidation Value") in effect at the time of conversion, $1,023.72, by 0.857143 and dividing by $1,000.00. The number of shares of Common Stock into which a share of Series C Preferred Stock was convertible was determined by multiplying $1,023.72 by 0.142857 and dividing by $30.00.