GUITAR CENTER INC·4

Aug 14, 3:35 PM ET

JPMP MASTER FUND MANAGER L P 4

4 · GUITAR CENTER INC · Filed Aug 14, 2003

Insider Transaction Report

Form 4
Period: 2003-08-12
Transactions
  • Sale

    Common Stock

    2003-08-12$32.94/sh10,000$329,4001,112,175 total(indirect: see footnote)
  • Sale

    Common Stock

    2003-08-12$32.90/sh15,000$493,5001,112,175 total(indirect: see footnote)
  • Sale

    Common Stock

    2003-08-12$32.95/sh30,000$988,5001,112,175 total(indirect: see footnote)
Holdings
  • Stock Option (right to purchase)

    (indirect: see footnote)
    Exercise: $19.23From: 2004-04-26Exp: 2011-04-26Common Stock (1,666 underlying)
    1,666
  • Stock Option (right to purchase)

    (indirect: see footnote)
    Exercise: $23.15From: 2004-04-30Exp: 2013-04-30Common Stock (7,000 underlying)
    7,000
  • Stock Option (right to purchase)

    (indirect: see footnote)
    Exercise: $19.48From: 2003-05-03Exp: 2012-05-03Common Stock (4,666 underlying)
    4,666
  • Stock Option (right to purchase)

    (indirect: see footnote)
    Exercise: $16.65From: 2002-07-26Exp: 2011-07-26Common Stock (666 underlying)
    666
Footnotes (6)
  • [F1]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (SBIC), LLC ("JPM SBIC") and J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPM BHCA, the sole member of JPM SBIC. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interest within JPM BHCA.
  • [F2]These options become exercisable in three annual installments, commencing July 27, 2002, July 27, 2003 and July 27, 2004.
  • [F3]The stock options were granted to Jeffrey Walker, a director of the Issuer, the President of JPM SBIC and a limited partner of JPMP Master Fund Manager, L.P., the general partner of JPM BHCA. Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC.
  • [F4]These options become exercisable in three annual installments, commencing May 3, 2003, May 3, 2004 and May 3, 2005.
  • [F5]These options become exercisable in three annual installments, commencing May 3, 2004, May 3, 2005 and May 3, 2006.
  • [F6]The amounts shown in the last four rows of Table II represent the direct beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPM BHCA, the sole member of JPM SBIC. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interest within JPM BHCA.

Documents

1 file
  • 4
    b326572_ex.xmlPrimary