FIFTH BERKSHIRE ASSOCIATES LLC 4
4 · BARE ESCENTUALS INC · Filed Mar 10, 2010
Insider Transaction Report
Form 4
FIFTH BERKSHIRE ASSOCIATES LLC
10% Owner
Transactions
- Disposition from Tender
Common Stock
2010-03-09$18.20/sh−489,164$8,902,785→ 0 total - Disposition from Tender
Common Stock
2010-03-09$18.20/sh−6,300,566$114,670,301→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
2010-03-09$18.20/sh−6,856,860$124,794,852→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
2010-03-09$18.20/sh−703,833$12,809,761→ 0 total
Footnotes (5)
- [F1]The Reporting Persons tendered these shares to Blush Acquisition Corporation ("Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of Bare Escentuals, Inc. common stock ("Common Stock") at a cash purchase price of $18.20 per share, without interest thereon, and less any applicable withholding taxes (the "Tender Offer"), subject to the terms described in the Offer to Purchase, filed with the Securities and Exchange Commission on January 25, 2010, and the Agreement and Plan of Merger, dated as of January 14, 2010, by and among Shiseido Company, Limited, Purchaser and Bare Escentuals, Inc. Such shares were purchased by Purchaser in the Tender Offer on March 9, 2010.
- [F2]Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Berkshire Fund V, Limited Partnership ("Fund V"), may be deemed to have shared voting and dispositive power with respect to the 6,300,566 shares of Common Stock directly held by Fund V. FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.
- [F3]Sixth Berkshire Associates LLC ("SBA"), as the sole general partner of Berkshire Fund VI, Limited Partnership ("Fund VI"), may be deemed to have shared voting and dispositive power with respect to the 6,856,860 shares of Common Stock directly held by Fund VI. SBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.
- [F4]Berkshire Investors LLC directly held 703,833 shares of Common Stock and may be deemed to have been, but does not admit to having been, a member of a group holding over 10% of the outstanding Common Stock of Bare Escentuals, Inc. for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
- [F5]Berkshire Partners LLC directly held 489,164 shares of Common Stock and may be deemed to have been, but does not admit to having been, a member of a group holding over 10% of the outstanding Common Stock of Bare Escentuals, Inc. for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.