4//SEC Filing
Dickson Bradford W 4
Accession 0001181431-06-027993
CIK 0001316656other
Filed
May 3, 8:00 PM ET
Accepted
May 4, 6:09 PM ET
Size
7.2 KB
Accession
0001181431-06-027993
Insider Transaction Report
Form 4
Dickson Bradford W
Executive Vice President
Transactions
- Sale
Common Stock
2006-05-03$23.64/sh−27,600,000$652,533,000→ 26,596,981 total(indirect: See footnotes)
Footnotes (5)
- [F1]Represents sale of 27,600,000 shares (the "Shares") of Common Stock of Dresser-Rand Group Inc. (the "Issuer") by Dresser-Rand Holdings, LLC pursuant to an underwriting agreement in connection with the public offering of 27,600,000 Shares (including 3,600,000 Shares subject to an underwriters' over-allotment option) pursuant to an effective registration statement on file with the Securities and Exchange Commission. The offering closed on May 3, 2006.
- [F2]Shares were sold at $24.50 per share, less underwriters' discounts and commissions of $0.8575 per share in connection with the public resale of the Shares.
- [F3]Following the transaction reported herein, 26,596,981 Shares of the Issuer are owned by D-R Interholding, LLC, which in turn is 100% owned by Dresser-Rand Holdings, LLC. The Reporting Person is a member of Dresser-Rand Holdings, LLC, and holds both common units and profit units in Dresser-Rand Holdings, LLC. Each common unit is entitled to an identical share of the profits and losses of Dresser-Rand Holdings, LLC, and each profit unit is entitled to an identical share of the profits and losses of Dresser-Rand Holdings, LLC above a specified benchmark amount. Profit units are subject to forfeiture upon certain terminations of the Reporting Person's employment, or if applicable performance conditions are not satisfied.
- [F4]The Reporting Person has elected to report indirect beneficial ownership of all of the Shares held for the account of D-R Interholding, LLC. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.
- [F5]Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that the Reporting Person is the beneficial owner of any of the Shares covered by this Statement.
Documents
Issuer
Dresser-Rand Group Inc.
CIK 0001316656
Entity typeother
Related Parties
1- filerCIK 0001332651
Filing Metadata
- Form type
- 4
- Filed
- May 3, 8:00 PM ET
- Accepted
- May 4, 6:09 PM ET
- Size
- 7.2 KB