4//SEC Filing
Schnabel John 4
Accession 0001209191-10-023570
CIK 0001113668other
Filed
Apr 22, 8:00 PM ET
Accepted
Apr 23, 8:36 PM ET
Size
10.9 KB
Accession
0001209191-10-023570
Insider Transaction Report
Form 4
Schnabel John
Director
Transactions
- Conversion
Series E Non-Convertible Preferred Stock
2010-04-21−17,137.5→ 0 total(indirect: See Footnote 3) - Other
Series E Non-Convertible Preferred Stock
2009-12-07+17,137.5→ 17,137.5 total(indirect: See Footnote 3) - Conversion
Series D Convertible Preferred Stock
2010-04-21+17,648.338→ 17,648.338 total(indirect: See Footnote 3)→ Common Stock (3,715,440 underlying)
Footnotes (3)
- [F1]On December 7, 2009, Falcon Strategic Partners III, LP, Falcon Mezzanine Partners II, LP and FMP II Co-Investment, LLC purchased 14,256.0857, 2,591.8714 and 19.5429 shares, respectively, of Series E Non-Convertible Preferred Stock (the "Series E Preferred Stock"). The purchase price of the Series E Preferred Stock was $1,000.
- [F2]On April 21, 2010, the Series E Preferred Stock was converted into the Series D Convertible Preferred Stock (the "Series D Preferred Stock") pursuant to the terms of the Series E Preferred Stock. The original purchase price per share of the Series D Preferred Stock is $1,000. Dividends accrue daily and are compounded annually on the Series D Preferred Stock original purchase price at a rate of 8% per year through the fifth anniversary of the issuance of the Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the sum of the original purchase price per share plus all accrued and unpaid dividends by four dollars and seventy-five cents, subject to adjustments.
- [F3]As of 4/21/10, Falcon Strategic Partners III, LP, Falcon Mezzanine Partners II, LP and FMP II Co-Investment, LLC held 14,959.0824, 2,669.1305 and 20.1254 shares of Series D Preferred Stock, respectively, which may be converted into 3,149,281, 561,922 and 4,237 shares of Common Stock, respectively, as of 4/21/10. Mr. Schnabel is a director of Falcon Strategic Investments GP III, LLC, which is the general partner of Falcon Strategic Investments III, LP, which is the general partner of Falcon Strategic Partners III, LP. Mr. Schnabel is a vice president of Falcon Mezzanine Investments II, LLC, which is the general partner of Falcon Mezzanine Partners II, LP. Mr. Schnabel is a vice president of FMP II Co-Investment, LLC. Mr. Schnabel may be deemed to be the beneficial owner of the shares of Series D Preferred Stock held by Falcon Strategic Partners III, LP, Falcon Mezzanine Partners II, LP and FMP II Co-Investment, LLC. Mr. Schnabel disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
Documents
Issuer
PRINCETON REVIEW INC
CIK 0001113668
Entity typeother
Related Parties
1- filerCIK 0001478528
Filing Metadata
- Form type
- 4
- Filed
- Apr 22, 8:00 PM ET
- Accepted
- Apr 23, 8:36 PM ET
- Size
- 10.9 KB