4//SEC Filing
TRITON PCS HOLDINGS INC 4
Accession 0001125282-04-002542
CIK 0001091973operating
Filed
May 26, 8:00 PM ET
Accepted
May 27, 7:59 PM ET
Size
9.0 KB
Accession
0001125282-04-002542
Insider Transaction Report
Form 4
CHAVKIN ARNOLD L
Director
Transactions
- Award
Class A Common Stock
2004-05-25+45,000→ 9,082,907 total(indirect: See footnote)
Holdings
- 7,926,099(indirect: See footnote)
Class B Common Stock
→ Class A Common Stock (7,926,099 underlying)
Footnotes (6)
- [F1]These shares of Class A Common Stock were granted to the Reporting Person pursuant to a Director Stock Award Agreement by and between Triton PCS Holdings, Inc. and Arnold L. Chavkin dated as of May 25, 2004. The Stock Award vests in three equal annual installments commencing August 15, 2004. The Reporting Person is obligated to transfer these shares to J.P. Morgan Partners 23A SBIC, L.P. (formerly known as J.P. Morgan Partners (23A SBIC), LLC), ("JPM 23A SBIC"), at the request of JPM 23A SBIC.
- [F2]The amounts shown represent the beneficial ownership of the Issuer's securities by JPM 23A SBIC, a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is Executive Vice President of J.P. Morgan Partners (23A SBIC Manager), Inc., the general partner of JPM 23A SBIC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the limited partner of JPM 23A SBIC. The actual pro rata portion of beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including JPM 23A SBIC's internal rate of return and vesting. The Reporting Person disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest in them.
- [F3]These shares of Class B Common Stock are convertible on a one for one basis.
- [F4]These shares of Class B Common Stock are convertible into Class A Common Stock either (i) when it is transferred to anyone other than J.P. Morgan SBIC, LLC or any of its affiliates or (ii) upon receipt by the Company of a written opinion of Counsel to the effect that the holder of the stock should not be considered an affiliate of the Issuer as defined by Rule 405 of the Securities Act of 1933 after giving effect to the conversion.
- [F5]The right to convert does not expire.
- [F6]These shares of Class B Common Stock are beneficially owned by J.P. Morgan SBIC, LLC. As a result of the merger of J.P. Morgan Incorporated and The Chase Manhattan Corporation on December 31, 2000, The Chase Manhattan Corporation (now known as J.P. Morgan Chase & Co.) acquired J.P. Morgan Capital Corporation, the indirect owner of these securities. The Reporting Person does not have any beneficial ownership of, or a pecuniary interest in, the securities beneficially owned by J.P. Morgan SBIC, LLC.
Documents
Issuer
TRITON PCS HOLDINGS INC
CIK 0001091973
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001091973
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 7:59 PM ET
- Size
- 9.0 KB