- Statement of Changes in Beneficial Ownership (4)
22 Dezember 2010 - 7:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Carroll John R
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2. Issuer Name
and
Ticker or Trading Symbol
Fortegra Financial Corp
[
FRF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SUMMIT PARTNERS, 222 BERKELEY STREET, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2010
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/22/2010
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C
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13987447
(3)
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A
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(4)
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13987447
(3)
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I
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See remarks.
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Common Stock
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12/22/2010
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S
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1548675
(1)
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D
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$10.23
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12438772
(2)
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I
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See remarks.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A Common Stock, par value $0.01 per share
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(4)
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12/22/2010
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C
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2664275
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(4)
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(4)
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Common Stock
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13987447
(3)
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$0
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0
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I
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See remarks.
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Explanation of Responses:
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(
1)
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Represents shares sold by the following Entities: 894,669 sold by Summit Partners Private Equity Fund VII-A, L.P., 537,352 sold by Summit Partners Private Equity Fund VII-B, L.P., 73,670 sold by Summit Subordinated Debt Fund III-A, L.P., 38,377 sold by Summit Subordinated Debt Fund III-B, L.P., 4,607 shares sold by Summit Investors VI, L.P.
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(
2)
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Represents shares held by the following Entities: 7,185,781 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 4,315,949 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 591,713 in the name of Summit Subordinated Debt Fund III-A, L.P.; 308,237 in the name of Summit Subordinated Debt Fund III-B, L.P.; 37,002 in the name of Summit Investors VI, L.P.
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(
3)
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Represents shares acquired by the Entities upon conversion of the Class A Common Stock: 8,080,540 in the name of Summit Partners Private Equity Fund VII-A, L.P., 4,853,301 in the name of Summit Partners Private Equity Fund VII-B, L.P., 665,383 in the name of Summit Subordinated Debt Fund III-A, L.P., 346,614 in the name of Summit Subordinated Debt Fund III-B, L.P., and 41,609 in the name of Summit Investors VI, L.P.
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(
4)
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The Class A Common Stock converted into Common Stock of Fortegra Financial Corporation on a 1 for 5.25 basis and had no expiration date.
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Remarks:
The entities mentioned in Footnotes 1 through 3 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners VI (GP),LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of Summit Investors VI, L.P.; (ii)the managing member of Summit Partners Subordinated Debt III, LLC, which is the general partner of Subordinated Debt III, L.P., which is the general partner of Summit Subordinated Debt III-A Fund, L.P. and Summit Subordinated Debt III-B Fund, L.P.; (iii)the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. Summit Partners, L.P., through a two-person investment committee, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own such shares. Mr. Carroll is a member of the general partner of Summit Partners, L.P. Mr. Carroll disclaims beneficial ownership of shares, and this report shall not be deemed an admission that Mr. Carroll is the beneficial owner of the shares for the purposes of Section 16 of for any other purpose, except, in each case, to the extent of Mr. Carroll's pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Carroll John R
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
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X
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Signatures
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Robin W. Devereux, Power of Attorney for John R. Carroll
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12/22/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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