4//SEC Filing
NESS TECHNOLOGIES INC 4
Accession 0001140361-11-049161
CIK 0001089638operating
Filed
Oct 11, 8:00 PM ET
Accepted
Oct 12, 1:55 PM ET
Size
9.2 KB
Accession
0001140361-11-049161
Insider Transaction Report
Form 4
CITIGROUP INC
Director
Transactions
- Other
Common Stock, $0.01 par value per share
2011-10-11−3,657,667→ 0 total(indirect: By Subsidiary) - Disposition to Issuer
Common Stock, $0.01 par value per share
2011-10-11$7.75/sh−597$4,627→ 0 total(indirect: By Subsidiary)
Footnotes (5)
- [F1]By virtue of the merger of Jersey Acquisition Corporation ("Merger Sub") with and into Ness Technologies, Inc. ("Ness") on October 11, 2011, pursuant to an Agreement and Plan of Merger, dated as of June 10, 2011, by and among Ness, Jersey Holding Corporation and Merger Sub (the "Merger Agreement"), all shares of Common Stock directly or indirectly owned by Jersey Holding Corporation were cancelled, retired and ceased to exist, and no consideration was delivered in exchange therefor.
- [F2]The Common Stock, $0.01 par value per share ("Common Stock"), reported in Table I represents (i) 3,657,667 shares of Common Stock directly beneficially owned by Jersey Holding Corporation and (ii) 597 shares of Common Stock directly beneficially owned by Citibank, N.A. ("CNA").
- [F3]CVCIGP II JHC Sub S.a r.l. ("Lux Sub") is the sole stockholder of Jersey Holding Corporation. CVCIGP II JHC S.a r.l. ("Lux Parent") is the sole stockholder of Lux Sub. CVCIGP II JHC, L.P. ("Cayman L.P.") is the sole stockholder of Lux Parent. CVCIGP II GP Limited is the general partner of Cayman L.P. Citigroup Venture Capital International Investment G.P. Limited ("CVCII") is the general partner of CVCIGP II JHC GP Limited. Citigroup Venture Capital International Delaware Corporation ("CVCIDC") is the sole stockholder of CVCII. Citicorp International Finance Corporation ("CIFC") is the sole stockholder of CVCIDC. Citicorp Banking Corporation ("CBC") is the sole stockholder of CIFC. Citicorp is the sole stockholder of CNA. Citigroup Inc. is the sole stockholder of each of Citicorp and CBC.
- [F4]Prior to the Effective Time of the Merger, CVCIGP II Jersey Investment L.P. caused to be contributed to Jersey Holding Corporation 3,675,776 shares of Common Stock of Ness held by CVCIGP II Jersey Investment L.P.
- [F5]Disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $7.75 per share upon the closing of the merger.
Documents
Issuer
NESS TECHNOLOGIES INC
CIK 0001089638
Entity typeoperating
Related Parties
1- filerCIK 0001089638
Filing Metadata
- Form type
- 4
- Filed
- Oct 11, 8:00 PM ET
- Accepted
- Oct 12, 1:55 PM ET
- Size
- 9.2 KB