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4//SEC Filing

JPMP MASTER FUND MANAGER L P 4

Accession 0001125282-03-005897

CIK 0000947577other
View on SEC.govCompany Profile

Filed

Nov 3, 7:00 PM ET

Accepted

Nov 4, 9:24 PM ET

Size

21.7 KB

Accession

0001125282-03-005897

Insider Transaction Report

Form 4
Period: 2003-10-31
NUCO2 INC /FLNUCO
JPMP MASTER FUND MANAGER L P
10% Owner
Transactions
  • Award

    Convertible Preferred Stock

    2003-10-31+13,894→ 708,603 total(indirect: see footnote)
    Exercise: $9.28→ Common Stock (708,603 underlying)
Holdings

  • Options (right to purchase)

    (indirect: see footnote)
    Exercise: $7.82Exp: 2011-01-01→ Common Stock (10,000 underlying)
    10,000

  • Warrants

    (indirect: see footnote)
    Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (5,193 underlying)
    5,193

  • Warrants

    (indirect: see footnote)
    Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (1,897 underlying)
    1,897

  • Warrants

    (indirect: see footnote)
    Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (16,967 underlying)
    16,967

  • Options (right to purchase)

    (indirect: see footnote)
    Exercise: $7.25Exp: 2009-10-02→ Common Stock (6,000 underlying)
    6,000

  • Warrants

    (indirect: see footnote)
    Exercise: $6.65Exp: 2009-02-27→ Common Stock (335,101 underlying)
    665,403

  • Warrants

    (indirect: see footnote)
    Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (192,148 underlying)
    192,148

  • Warrants

    (indirect: see footnote)
    Exercise: $8.79From: 2003-08-25Exp: 2013-08-25→ Common Stock (33,795 underlying)
    33,795
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]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P.
  • [F11]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P.
  • [F12]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P.
  • [F13]The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P.
  • [F14]The Warrants are immediately exercisable.
  • [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 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.
  • [F5]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.
  • [F6]Dividends are payable in kind if not paid in cash.
  • [F7]The convertible Preferred Stock is immediately exercisable. It has no expiration date.
  • [F8]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.
  • [F9]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.

Documents

1 file

Issuer

NUCO2 INC /FL

CIK 0000947577

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Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001243235

Filing Metadata

Form type
4
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 9:24 PM ET
Size
21.7 KB
View on SEC.gov