4//SEC Filing
LUIKART JAMES L 4
Accession 0001181431-12-027130
CIK 0001537951other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 7:32 PM ET
Size
7.5 KB
Accession
0001181431-12-027130
Insider Transaction Report
Form 4
LUIKART JAMES L
Director10% Owner
Transactions
- Purchase
Class B Common Stock and Membership Units
2012-05-02+24,343,138→ 24,343,138 total(indirect: By LLC)→ Class A Common Stock (24,343,138 underlying)
Footnotes (4)
- [F1]Mr. Luikart is a managing member of Jefferies Capital Partners LLC, which is the managing member of the general partner of Jefferies Capital Partners IV L.P. ("Fund IV"). Fund IV is the manager of B&L and controls the general partner of Edgen Murray II, L.P. ("EM II LP"). EM II LP holds 12,615,230 shares of Class B common stock ("Class B Common Stock"), par value $0.0001 per share, of Edgen Group Inc. ("Edgen") and 12,615,230 membership units ("Membership Units") of EDG Holdco LLC ("EDG"). B&L holds 11,727,908 shares of Class B Common Stock and 11,727,908 Membership Units.
- [F2]Pursuant to Exchange Agreements by and among B&L, Edgen and EDG, and EM II LP, Edgen and EDG, B&L and EM II LP have the right to exchange (the "Exchange Rights") from time to time Membership Units and shares of Class B Common Stock for shares of Edgen's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on the basis of one Membership Unit of EDG and one share of Class B Common Stock collectively for one share of Edgen's Class A Common Stock (subject to customary conversion rate adjustments for splits, stock dividends and reclassifications) or, at Edgen's election, cash. (Continued in footnote 3)
- [F3](Continued from footnote 2) EM II LP and B&L are both parties to Lock-Up Agreements (the "Lock-Up Agreements") with Jefferies & Company, Inc., Morgan Stanley & Co. LLC, and Citigroup Global Markets Inc (collectively, the "Underwriters"). Pursuant to the Exchange Agreements, the Exchange Rights are not exercisable until the earlier of (i) October 29, 2012 or (ii) the date on which the Underwriters agree to waive the Lock-Up Agreements. Mr. Luikart may be deemed to own beneficially and indirectly the shares of Class A Common Stock owned beneficially and indirectly by EM II LP and B&L. Mr. Luikart disclaims beneficial ownership of the shares of Class A Common Stock reported herein except to the extent of his pecuniary interest therein.
- [F4]NA
Documents
Issuer
Edgen Group Inc.
CIK 0001537951
Entity typeother
Related Parties
1- filerCIK 0001288399
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 7:32 PM ET
- Size
- 7.5 KB