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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOMBALAGIAN VAHE A THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO, IL 60602 |
X | X | ||
| /s/ Mark B. Tresnowski, as Attorney-in-Fact | 04/15/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects a pro rata distribution of shares of common stock of the issuer for no consideration by Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"), the record owner of the shares, to its general and limited partners on April 14, 2011 (the "MDCP IV Distribution"), including Madison Dearborn Partners IV, L.P. ("MDP IV"), the sole general partner of MDCP IV. As a result of the MDCP IV Distribution, MDP IV became the direct owner of 626,217 shares of common stock of the issuer. Following the MDCP IV Distribution and on the same day, MDP IV further distributed, on a pro rata basis for no consideration, all 626,217 shares of common stock of the issuer to its general and limited partners (the "MDP IV Distribution"). |
| (2) | The shares reported are held of record by MDCP IV. MDP IV, the sole general partner of MDCP IV, may be deemed to beneficially own the reported shares. John A. Canning Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP IV. The reporting person and Messrs. Canning, Finnegan and Mencoff and MDP IV each hereby disclaims any beneficial ownership of any shares directly held by MDCP IV, except to the extent of their pecuniary interest therein. |
| (3) | Consists of shares of common stock of the issuer received by the reporting person pursuant to the MDP IV Distribution. In previous reports, the reporting person reported indirect beneficial ownership of these shares, which were previously held of record by MDCP IV. |