JPMP MASTER FUND MANAGER L P 4

Accession 0001125282-03-005054

CIK 0000947577other

View on SEC.gov Company Profile

Filed

Aug 26, 8:00 PM ET

Accepted

Aug 27, 5:07 PM ET

Size

24.4 KB

Accession

0001125282-03-005054

Insider Transaction Report

Form 4

Period: 2003-08-25

NUCO2 INC /FLNUCO

JPMP MASTER FUND MANAGER L P

10% Owner

Transactions

Award
Warrants
2003-08-25+16,967→ 16,967 total(indirect: See Footnote)
Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (16,967 underlying)
Award
Warrants
2003-08-25+192,148→ 192,148 total(indirect: See Footnote)
Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (192,148 underlying)
Award
Warrants
2003-08-25+33,795→ 33,795 total(indirect: See Footnote)
Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (33,795 underlying)
Award
Warrants
2003-08-25+5,193→ 5,193 total(indirect: See Footnote)
Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (5,193 underlying)
Award
Warrants
2003-08-25+1,897→ 1,897 total(indirect: See Footnote)
Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (1,897 underlying)

Holdings

Convertible Preferred Stock
(indirect: See Footnote)
Exercise: $9.28→ Common Stock (694,709 underlying)
694,709
Warrants
(indirect: See Footnote)
Exercise: $6.65From: 2003-08-27Exp: 2009-02-27→ Common Stock (335,101 underlying)
665,403
Options (right to purchase)
(indirect: See Footnote)
Exercise: $7.25Exp: 2009-10-02→ Common Stock (6,000 underlying)
6,000
Options (right to purchase)
(indirect: See Footnote)
Exercise: $7.82Exp: 2011-01-01→ Common Stock (10,000 underlying)
10,000

Footnotes (14)

[F1]One-third of the number of shares subject to the option were exercisable commencing October 20, 2000, one-third of the number of shares subject to the option were exercisable commencing October 20, 2001 and the final one-third of the number of shares subject to the option were exercisable commencing October 20, 2002.
[F10]One-third of the number of shares subject to the option were exercisable on March 12, 2003; one-third of the number of shares subject to the option are exercisable commencing March 12, 2004; and the final one-third of the number of shares subject to the option are exercisable commencing March 12, 2005.
[F11]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P.
[F12]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P.
[F13]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P.
[F14]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P.
[F2]The option was granted to Richard Waters, a limited partner of the JPMP Master Fund Manager, L.P., which is the general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA") and a Managing Director of the general partner of JPMP Master Fund Manager, L.P. Mr. Waters is obligated to exercise the option at the request of, and to transfer any shares issued under the stock option to, JPM BHCA.
[F3]One-fifth of the number of shares subject to the option were exercisable commencing January 2, 2001, one-fifth of the number of shares subject to the option were exercisable commencing January 2, 2002, one-fifth of the number of shares subject to the option were exercisable commencing January 2, 2003, one-fifth of the number of shares subject to the option are exercisable commencing January 2, 2004 and the final one-fifth of the number of shares subject to the option are exercisable commencing January 2, 2005.
[F4]The expiration date of these Warrants was extended by the Issuer.
[F5]The amounts shown represent the beneficial ownership of the Issuer's equity securities by JPM BHCA. A portion of the securities may be deemed attributable to the Reporting Person because the Reporting Person is the general partner of JPM BHCA. The actual prorate 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 interests within JPM BHCA.
[F6]Pursuant to the anti-dilution provisions of the warrants and the convertible preferred stock, the number of shares of common stock issuable upon exercise of outstanding warrants increased and the conversion price of the Convertible Preferred Stock decreased as the result of a private placement effected on August 22, 2002.
[F7]Dividends are payable in kind if not paid in cash.
[F8]The convertible Preferred Stock is immediately exercisable. It has no expiration date.
[F9]One-third of the number of shares subject to the option are exercisable commencing October 21, 2003, one-third of the number of shares subject to the option are exercisable commencing October 21, 2004, and the final one-third of the number of shares subject to the option are exercisable commencing October 21, 2005.

Documents

1 file

4
b326813_ex.xmlPrimary
FORM 4

Issuer

NUCO2 INC /FL

CIK 0000947577

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001243235

Filing Metadata

Form type: 4
Filed: Aug 26, 8:00 PM ET
Accepted: Aug 27, 5:07 PM ET
Size: 24.4 KB

View on SEC.gov