4//SEC Filing
PEROT ROSS 4
Accession 0001209191-09-051179
CIK 0000894253other
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 11:54 AM ET
Size
13.8 KB
Accession
0001209191-09-051179
Insider Transaction Report
Form 4
PEROT ROSS
Director
Transactions
- Disposition from Tender
Class A Common Stock, par value $0.01 per share
2009-11-03$30.00/sh−44,000$1,320,000→ 0 total - Disposition from Tender
Class A Common Stock, par value $0.01 per share
2009-11-03$30.00/sh−28,159,000$844,770,000→ 1,500,000 total(indirect: See footnote)
Holdings
- 100(indirect: See footnote)
Class A Common Stock, par value $0.01 per share
Footnotes (10)
- [F1]The reporting person may be deemed to be a member of a group for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), with eleven other stockholders of Perot Systems Corporation (the "Issuer"), as described in a Schedule 13D filed with the Securities and Exchange Commission on September 30, 2009.
- [F10]Includes 100 shares owned by the reporting person's spouse.
- [F2]Each member of the group, including the reporting person, entered into a Tender and Voting Agreement with the Issuer, Dell Inc. and DII - Holdings Inc. in connection with those certain tender offer and merger transactions proposed to be entered into between the Issuer, Dell Inc. and DII - Holdings Inc., whereby each member of the group agreed to tender its shares in Issuer, except for Perot Family Trust, which may elect not to tender its shares in Issuer in the tender offer and to hold its shares and receive the same consideration per share in connection with the merger described in the merger agreement pursuant to its Amended and Restated Tender and Voting Agreement, and to vote or take such other necessary actions in support of the tender offer and merger.
- [F3]The reporting person and each member of the group declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. As a result of the dispositions reported in this Form 4 and the concurrent dispositions of additional members of the group in connection with the tender offer, the members of the group will no longer be beneficial owners of more than 10% of the Issuer's securities and, therefore, should no longer be deemed to be a group for the purposes of Section 13(d) or 13(g) of the Act and to the extent that a member of the group was only an insider due to its status as a deemed member of a group that beneficially owned 10% or more of the Issuer's securities, such members of the group will no longer be insiders under Section 16 of the Act.
- [F4]The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F5]Includes: (i) 28,155,000 shares owned and tendered by HWGA, Ltd. for which the reporting person serves as managing general partner with investment and voting control; and (ii) 4,000 shares owned by Petrus Financial Services, Ltd., whose general partner is Petrus Management Corporation which may be deemed to beneficially own the shares owned by Petrus Financial Services, Ltd. The reporting person is the sole shareholder of Petrus Management Corporation and may be deemed to beneficially own any shares that Petrus Management Corporation may, or may be deemed to, beneficially own, including the 4,000 shares of the Issuer.
- [F6]Additionally, HWGA, Ltd. and Petrus Financial Services, Ltd. may be deemed to be a member of a group for the purposes of Section 13(d) or 13(g) of the Act, with eleven other stockholders of the Issuer, as described in a Schedule 13D filed with the Securities and Exchange Commission on September 30, 2009. Each member of the group, including HWGA, Ltd. and Petrus Financial Services, Ltd., entered into a Tender and Voting Agreement with the Issuer, Dell Inc. and DII - Holdings Inc. in connection with those certain tender offer and merger transactions proposed to be entered into between the Issuer, Dell Inc. and DII - Holdings Inc., whereby each member of the group agreed to tender its shares in Issuer,
- [F7]except for Perot Family Trust, which may elect not to tender its shares in Issuer in the tender offer and to hold its shares and receive the same consideration per share in connection with the merger described in the merger agreement pursuant to its Amended and Restated Tender and Voting Agreement, and to vote or take such other necessary actions in support of the tender offer and merger. The reporting person and each member of the group declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- [F8]The reporting person disclaims beneficial ownership of the securities owned by HWGA, Ltd. and Petrus Financial Services, Ltd., except to the extent of the pecuniary interest of such person in such securities. As a result of the dispositions reported in this Form 4 and the concurrent dispositions of additional members of the group in connection with the tender offer, the members of the group will no longer be beneficial owners of more than 10% of the Issuer's securities and, therefore, should no longer be deemed to be a group for the purposes of Section 13(d) or 13(g) of the Act and to the extent that a member of the group was only an insider due to its status as a deemed member of a group that beneficially owned 10% or more of the Issuer's securities, such members of the group, including HWGA, Ltd. and Petrus Financial Services, Ltd. will no longer be insiders under Section 16 of the Act.
- [F9]Includes 1,500,000 shares owned and not tendered by HWGA, Ltd. for which the reporting person serves as managing general partner with investment and voting control.
Documents
Issuer
PEROT SYSTEMS CORP
CIK 0000894253
Entity typeother
Related Parties
1- filerCIK 0001199363
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 11:54 AM ET
- Size
- 13.8 KB