JACOBSON BENJAMIN R 4

Accession 0001181431-06-003410

CIK 0001003648other

View on SEC.gov Company Profile

Filed

Jan 11, 7:00 PM ET

Accepted

Jan 12, 4:43 PM ET

Size

66.3 KB

Accession

0001181431-06-003410

Insider Transaction Report

Form 4

Period: 2006-01-10

LEARNING CARE GROUP, INCLCGI

JACOBSON BENJAMIN R

DirectorChairman of the Board10% OwnerOther

Transactions

Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−262,610$656,525→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (262,610 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−2,482$6,205→ 0 total(indirect: See footnote)
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (2,482 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−4,317$10,793→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (4,317 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−361$903→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (361 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−706$1,765→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (706 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−6,401$16,003→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (6,401 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−86,012$215,030→ 0 total
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (86,012 underlying)
Other
Standby Commitment Options (right to buy)
2006-01-10$2.50/sh−573$1,433→ 0 total(indirect: See footnote)
Exercise: $5.00From: 2003-05-16Exp: 2006-07-19→ Common Stock (573 underlying)

Footnotes (23)

[F1]Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Issuer, A.B.C. Learning Centres Limited and Discovery Merger Company, at the effective time of the merger, each outstanding option to purchase shares of the Issuer's Common Stock having an exercise price per share less than $7.50 was converted into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to the option multiplied by (ii) $7.50, minus the exercise price per share under such option, subject to withholding taxes.
[F10]These securities are owned directly by Benjamin R. Jacobson.
[F11]These securities are owned directly by Trust FBO Nicolas Karlson.
[F12]Michael J. Fuchs may be deemed to indirectly own these securities by virtue of the fact that he serves as trustee for the Trust FBO Nicolas Karlson; however, Mr. Fuchs disclaims beneficial ownership of all securities owned by this trust.
[F13]These securities are owned directly by Trust U/A/D 12/21/87 FBO Sara Katherine Jacobson.
[F14]Michael J. Fuchs may be deemed to indirectly own these securities by virtue of the fact that he serves as trustee for the Trust U/A/D 12/21/87 FBO Sara Katherine Jacobson; however, Mr. Fuchs disclaims beneficial ownership of all securities owned by this trust.
[F15]These securities are owned directly by HVS Boxers LLC.
[F16]Michael J. Fuchs may be deemed to indirectly own these securities by virtue of the fact that he is the managing member of HVS Boxers LLC. Mr. Fuchs disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein resulting from his direct and indirect interests in HVS Boxers LLC.
[F17]These securities are owned directly by Amcito Partners, L.P.
[F18]Brandywine Managers, LLC may be deemed to indirectly own these securities by virtue of the fact that it is the managing general partner of Amcito Partners, L.P. Brandywine disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in Amcito Partners, L.P.
[F19]David C. Patterson may be deemed to indirectly own these securities by virtue of the fact that he is the managing director of Brandywine Managers, LLC, the managing general partner of Amcito Partners, L.P. Mr. Patterson disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein resulting from his direct and indirect interests in Amcito Partners, L.P.
[F2]These securities are owned directly by JPAF II.
[F20]Amcito G.P. may be deemed to indirectly own these securities by virtue of the fact that it is the general partner of Amcito Partners, L.P. Amcito G.P. disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in Amcito Partners, L.P.
[F21]Judith A. Little may be deemed to indirectly own these securities by virtue of the fact that she is a general partner of Amcito G.P, the general partner of Amcito Partners, L.P. Ms. Little disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein resulting from her direct and indirect interests in Amcito Partners, L.P.
[F22]Gregory S. Little may be deemed to indirectly own these securities by virtue of the fact that he is a general partner of Amcito G.P., the general partner of Amcito Partners, L.P. Mr. Little disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein resulting from his direct and indirect interests in Amcito Partners, L.P.
[F23]Jacqueline P. Little may be deemed to indirectly own these securities by virtue of the fact that she is a general partner of Amcito G.P., the general partner of Amcito Partners, L.P. Ms. Little disclaims beneficial ownership of these securities except to the extent of her proportionate pecuniary interest therein resulting from her direct and indirect interests in Amcito Partners, L.P.
[F3]JPAF Limited Partnership may be deemed to indirectly own these securities by virtue of the fact that it is the general partner of JPAF II. JPAF Limited Partnership disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in JPAF II.
[F4]JPAF, Inc. may be deemed to indirectly own these securities by virtue of the fact that it is the general partner of JPAF Limited Partnership, which is the general partner of JPAF II. JPAF, Inc. disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in JPAF II.
[F5]Represents Benjamin R. Jacobson's proportionate pecuniary interest in securities acquired by JPAF II. Mr. Jacobson may be deemed to indirectly own these securities by virtue of the fact that he is the President and controlling shareholder of JPAF, Inc., which is the general partner of JPAF Limited Partnership, which is the general partner of JPAF II. Mr. Jacobson disclaims beneficial ownership of securities owned by JPAF II except to the extent of his proportionate pecuniary interest therein resulting from his direct and indirect interests in JPAF II.
[F6]These securities are owned directly by JPAF III.
[F7]JPAF III LLC may be deemed to indirectly own these securities by virtue of the fact that it is the general partner of JPAF III. JPAF III LLC disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in JPAF III.
[F8]Jacobson Partners may be deemed to indirectly own these securities by virtue of the fact that it is the sole member of JPAF III LLC, which is the general partner of JPAF III. Jacobson Partners disclaims beneficial ownership of these securities except to the extent of its proportionate pecuniary interest therein resulting from its direct and indirect interests in JPAF III.
[F9]Represents Benjamin R. Jacobson's proportionate pecuniary interest in securities acquired by JPAF III. Mr. Jacobson may be deemed to indirectly own these securities by virtue of the fact that he is the managing partner of Jacobson Partners, which is the sole member of JPAF III LLC, which is the general partner of JPAF III. Mr. Jacobson disclaims beneficial ownership of securities owned by JPAF III except to the extent of his proportionate pecuniary interest therein resulting from his direct and indirect interests in JPAF III.

Documents

2 files

Issuer

LEARNING CARE GROUP, INC

CIK 0001003648

→

Entity typeother

Related Parties

filerCIK 0001119867

Filing Metadata

Form type: 4
Filed: Jan 11, 7:00 PM ET
Accepted: Jan 12, 4:43 PM ET
Size: 66.3 KB

View on SEC.gov