4//SEC Filing
SUNCOM WIRELESS HOLDINGS, INC. 4
Accession 0001144204-05-016504
CIK 0001091973operating
Filed
May 18, 8:00 PM ET
Accepted
May 19, 8:52 PM ET
Size
9.1 KB
Accession
0001144204-05-016504
Insider Transaction Report
Form 4
CHAVKIN ARNOLD L
Director
Transactions
- Award
Class A Common Stock
2005-05-17$1.95/sh+15,000$29,250→ 9,097,907 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 SunCom Wireless Holdings, Inc. (formerly known as Triton PCS Holdings, Inc). and Arnold L. Chavkin dated as of May 17, 2005. The Stock Award shall vest on August 15, 2007. 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 Chief Investment Officer 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, if any.
- [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]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 JPMorgan Chase & Co.) acquired J.P. Morgan Capital Corporation (now known as JPMP Capital, LLC.), the indirect owner of these securities. The Reporting Person does not have any pecuniary interest in the securities beneficially owned by J.P. Morgan SBIC, LLC. These shares of Class B Common Stock are beneficially owned by J.P. Morgan SBIC, LLC, an affiliate of the Reporting Person.
Documents
Issuer
SUNCOM WIRELESS HOLDINGS, INC.
CIK 0001091973
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001091973
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 8:52 PM ET
- Size
- 9.1 KB