J P MORGAN PARTNERS 23A SBIC MANAGER INC 4
4 · TRITON PCS HOLDINGS INC · Filed May 27, 2004
Insider Transaction Report
Form 4
JP MORGAN PARTNERS 23A SBIC LP
10% Owner
Transactions
- Award
Class A Common Stock
2004-05-25+45,000→ 9,082,907 total
Holdings
- 7,926,099(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (7,926,099 underlying)
Footnotes (5)
- [F1]These shares of Class A Common Stock were granted to Arnold L. Chavkin, a director of the Issuer 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. Arnold L. Chavkin is obligated to transfer these shares to the Reporting Person, at the request of the Reporting Person.
- [F2]These shares of Class B Common Stock are convertible on a one for one basis.
- [F3]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.
- [F4]The right to convert does not expire.
- [F5]These shares of Class B Common Stock are beneficially owned by J.P. Morgan SBIC, LLC, an affiliate of the Reporting Person. 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. Neither the Reporting Person nor any of its ultimate security holders other than J.P. Morgan Chase & Co. has a beneficial ownership of, or a pecuniary interest in, the securities owned by J.P. Morgan SBIC, LLC.