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LIGHTYEAR PBI HOLDINGS LLC 4

Accession 0001181431-06-058073

CIK 0001069469other
View on SEC.govCompany Profile

Filed

Oct 12, 8:00 PM ET

Accepted

Oct 13, 3:37 PM ET

Size

30.6 KB

Accession

0001181431-06-058073

Insider Transaction Report

Form 4
Period: 2006-10-11
GOLDLEAF FINANCIAL SOLUTIONS INC.GFSI
LIGHTYEAR FUND GP LLC
Other
Transactions
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
LIGHTYEAR CO INVEST PARTNERSHIP LP
Other
Transactions
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
LIGHTYEAR PBI HOLDINGS LLC
Other
Transactions
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
LIGHTYEAR FUND LLP
Other
Transactions
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
MARRON DONALD B
Other
Transactions
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
MARRON & ASSOCIATES LLC
Other
Transactions
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−378,788→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2005-12-09Exp: 2014-01-20→ Common Stock (378,788 underlying)
  • Other

    Common Stock

    2006-10-11+2,346,000→ 2,346,000 total(indirect: See footnotes)
  • Other

    Series A Preferred Stock

    2006-10-11−21,537.8→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−153,409→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-04-01Exp: 2014-01-20→ Common Stock (153,409 underlying)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−3,200,000→ 0 total(indirect: See footnotes)
    Exercise: $6.25From: 2004-01-20Exp: 2014-01-20→ Common Stock (3,200,000 underlying)
  • Other

    Series C Preferred Stock

    2006-10-11−10,667.4→ 0 total(indirect: See footnotes)
  • Other

    Warrants to Purchase Shares of Common Stock

    2006-10-11−79,593→ 0 total(indirect: See footnotes)
    Exercise: $6.60From: 2006-07-07Exp: 2014-01-20→ Common Stock (79,593 underlying)
Footnotes (6)
  • [F1]The shares of Series C Preferred Stock, no par value, of the Issuer (the "Series C Preferred Stock"), the shares of Series A Preferred Stock, no par value, of the Issuer (the "Series A Preferred Stock"), the Warrants to purchase shares of Common Stock of the Issuer (the "Warrants") and the common stock of the Issuer (the "Common Stock) and, together with the Series C Preferred Stock, the Series A Preferred Stock and the Warrants, the "Reported Securities") reported on this Form 4 were or are held of record by Lightyear PBI Holdings, LLC ("Holdings"). (To be continued to Footnote 2)
  • [F2]As the members of Holdings, The Lightyear Fund, L.P. ("The Lightyear Fund") and The Lightyear Co-Invest Partnership, L.P. ("Co-Invest") may be deemed to be the beneficial owners of such Reported Securities. As the sole general partner of both The Lightyear Fund and Co-Invest, Lightyear Fund GP, LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such Reported Securities. As the managing member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such Reported Securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such Reported Securities.
  • [F3]Pursuant to the terms of a Redemption and Recapitalization Agreement dated April 25, 2006, by and between Holdings and the Company (the "Redemption Agreement"), Holdings surrendered for cancellation all of its outstanding Series A Preferred Stock and Series C Preferred Stock in exchange for an amount equal to the liquidation preference of those shares, which includes all accrued and unpaid dividends. The liquidation preference paid to Holdings was $22.1 million in respect of the Series A Preferred Stock and $10.9 million in respect of the Series C Preferred Stock.
  • [F4]Price and underlying share numbers adjusted to reflect the Company's one new for five old stock split of its authorized and outstanding Common Stock, effective September 8, 2006.
  • [F5]Each of the Reporting Persons, other than Holdings, may be deemed to share beneficial ownership of the Reported Securities, but disclaims beneficial ownership of the Reported Securities, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons, other than Holdings, are the beneficial owners of all such Reported Securities covered by this statement.
  • [F6]Pursuant to the Redemption Agreement, Holdings surrendered for cancellation Warrants which entitled Holdings to purchase 3,200,000 shares of Common Stock at an exercise price of $6.25 per share, Warrants which entitled Holdings to purchase 153,409 shares of Common Stock at an exercise price of $6.6 per share, and Warrants which entitled Holdings to purchase 79,593 shares of common stock at an exercise price of $6.6 per share in exchange for 2,346,000 shares of Common Stock. Holdings surrendered for cancellation Warrants which entitled Holdings to purchase 378,788 shares of common stock at an exercise price of $6.6 per share in exchange for a $1.2 million cash payment. The remaining Warrants which entitled Holdings to purchase 378,788 shares of common stock at an exercise price of $6.6 per share commencing on June 9, 2007 were surrendered by Holdings for cancellation without consideration.

Documents

1 file

Issuer

GOLDLEAF FINANCIAL SOLUTIONS INC.

CIK 0001069469

→
Entity typeother

Related Parties

1
  • filerCIK 0001277176

Filing Metadata

Form type
4
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 3:37 PM ET
Size
30.6 KB
View on SEC.gov