4//SEC Filing
FIRST RESERVE GP IX L P 4
Accession 0001209191-06-026403
CIK 0001316656other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 4:10 PM ET
Size
13.0 KB
Accession
0001209191-06-026403
Insider Transaction Report
Form 4
FIRST RESERVE GP IX INC
10% Owner
Transactions
- Sale
Common Stock
2006-04-28$24.50/sh−1,400,200$34,304,900→ 26,596,981 total(indirect: See Footnotes) - Sale
Common Stock
2006-04-27$24.50/sh−9,334,668$228,699,366→ 30,196,981 total(indirect: See Footnotes)
FIRST RESERVE GP IX L P
10% Owner
Transactions
- Sale
Common Stock
2006-04-27$24.50/sh−9,334,668$228,699,366→ 30,196,981 total(indirect: See Footnotes) - Sale
Common Stock
2006-04-28$24.50/sh−1,400,200$34,304,900→ 26,596,981 total(indirect: See Footnotes)
FIRST RESERVE FUND IX L P
10% Owner
Transactions
- Sale
Common Stock
2006-04-27$24.50/sh−9,334,668$228,699,366→ 30,196,981 total(indirect: See Footnotes) - Sale
Common Stock
2006-04-28$24.50/sh−1,400,200$34,304,900→ 26,596,981 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On April 27, 2006, an aggregate of 24,000,000 Common Shares (the "Shares") of Dresser-Rand Group Inc. (the "Issuer") were sold by Dresser-Rand Holdings, LLC. The Reporting Persons had a pecuniary interest in 9,334,668 of those 24,000,000 Shares.
- [F2]Following the April 27, 2006 transaction reported herein, 30,196,981 Shares of the Issuer were owned by D-R Interholding, LLC, which in turn is 100% owned by Dresser-Rand Holdings, LLC.
- [F3]Each Reporting Person has elected to report on an aggregate basis indirect beneficial ownership of all of the Shares held for the account of D-R Interholding, LLC. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of its pecuniary interest therein.
- [F4]Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the Shares covered by this Statement.
- [F5]This Form 4 is filed on behalf of First Reserve GP IX, Inc. ("GP IX Inc."), First Reserve GP IX, L.P. ("GP IX"), and First Reserve Fund IX, L.P. ("Fund IX"), each as a 10% beneficial owner. As a managing member of Dresser-Rand Holdings, LLC, Fund IX may be deemed to have indirect beneficial ownership of the Shares held for the account of D-R Interholding LLC. GP IX is the general partner of Fund IX and GP IX Inc. is the general partner of GP IX. In such capacities, GP IX and GP IX Inc. may be deemed to have indirect beneficial ownership of the Shares held for the account of D-R Interholding, LLC.
- [F6]On April 28, 2006, an aggregate of 3,600,000 Shares of the Issuer were sold by Dresser-Rand Holdings, LLC pursuant to the exercise of an overallotment option by the underwriters. The Reporting Persons had a pecuniary interest in 1,400,200 of those 3,600,000 Shares.
- [F7]Following the April 28, 2006 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.
Documents
Issuer
Dresser-Rand Group Inc.
CIK 0001316656
Entity typeother
Related Parties
1- filerCIK 0001233496
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 4:10 PM ET
- Size
- 13.0 KB