4//SEC Filing
Nalco Holding CO 4
Accession 0001005477-06-005393
CIK 0001298341operating
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 9:00 PM ET
Size
19.5 KB
Accession
0001005477-06-005393
Insider Transaction Report
Form 4
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes)
BLACKSTONE CAPITAL PARTNERS IV-A LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes)
SCHWARZMAN STEPHEN A
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes)
BLACKSTONE CAPITAL PARTNERS IV LP
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes)
PETERSON PETER G
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes)
Transactions
- Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−7,178,898$137,834,842→ 6,505,586 total(indirect: See Footnotes) - Sale
Common Stock, par value $0.01 per share
2006-11-08$19.20/sh−262,962$5,048,870→ 238,299 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On November 8, 2006, a registered public offering of 20,000,000 shares of the common stock of Nalco Holding Company (the "Issuer") was completed. Nalco LLC, Apollo Investment Fund V, L.P., Blackstone Capital Partners IV L.P. ("BCP IV") and GS Capital Partners 2000, L.P. (the selling stockholders) received all proceeds from this offering. In the offering, BCP IV sold 7,178,898 shares and Blackstone Capital Partners IV-A L.P. ("BCP IV-A") and Blackstone Family Investment Partnership IV-A L.P ("BCP IV-A").had an indirect economic interest in 262,962 of the shares sold by Nalco LLC. The shares of the Issuer's common stock reported as beneficially owned in the above table following the offering reflect (i) BCP IV's direct beneficial ownership of 6,505,586 shares of the Issuer's common stock and (ii) an indirect beneficial ownership in 238,299 shares of the Issuer's common stock based on the membership interests in Nalco LLC held by BCP IV-A and BFIP IV-A.
- [F2]The tables above also reflect a distribution of the Issuer's shares made by Nalco LLC on December 30, 2005 to the members of Nalco LLC that qualified as a "venture capital operating company" (as defined in 29 C.F.R. sec. 2510.3-101(d)) in proportion to their membership interests, which included the distribution of 19,068,658 shares to BCP IV, which was formerly a member of Nalco LLC. Following such distribution, BCP IV. BCP IV-A and BFIP IV-A (which continued as members of Nalco LLC) beneficially held an aggregate of 19,767,140 shares of the Issuer's common stock, consisting of (i) 19,068,658 shares of which BCP IV was the record holder and (ii) 698,482 shares in which BCP IV-A and BFIP IV-A held an indirect beneficial economic interest based on the membership interests in Nalco LLC held by such funds.
- [F3]The balance of the membership interests in Nalco LLC are held by affiliates of the Goldman Sachs Group, Inc. and Apollo Management, L.P. (together with BFIP IV-A and BCP IV A, the "LLC Members"), as well as certain members of management of the Issuer.
- [F4]Blackstone Management Associates IV L.L.C. ("BMA") is the general partner having voting and investment power over the shares of common stock held or controlled by BCP IV, BFIP IV-A and BCP IV-A. Because voting and dispositive decisions of Nalco LLC with respect to the common stock of the Issuer require the approval of at least two of the LLC Members, BFIP IV -A and BCP IV-A disclaim beneficial ownership of the Issuer's securities held by Nalco LLC. Nonetheless, BMA, BFIP IV-A, BCP IV-A and the other reporting persons identified herein are voluntarily reporting an indirect beneficial ownership in the Issuer's common stock, as reflected herein.
- [F5]BCP IV, BFIP IV-A, BCP IV-A., BMA, Messrs. Peter G. Peterson and Stephen A. Schwarzman (the founding members of BMA) disclaim beneficial ownership of all shares of the Issuer's 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, 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.
- [F6]Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- [F7]Represents sale price in an underwritten public offering.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeoperating
Related Parties
1- filerCIK 0001298341
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 9:00 PM ET
- Size
- 19.5 KB