SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Schwarzman Stephen A, et al. – ‘4’ for 11/8/06 re: Nalco Holding Co.

On:  Monday, 11/13/06, at 9:00pm ET   ·   For:  11/8/06   ·   As:  10% Owner   ·   Accession #:  1005477-6-5393   ·   File #:  1-32342

Previous ‘4’:  ‘4’ on / for 11/13/06   ·   Next:  ‘4’ on / for 3/2/07   ·   Latest:  ‘4’ on 4/29/24 for 4/25/24

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/06  Schwarzman Stephen A              4          10% Owner   2:15K  Nalco Holding Co.                 CT EDGAR123/FA
          Peterson Peter G
          Blackstone Capital Partners IV-A LP
          Blackstone Family Investment Partnership IV-A LP
          Blackstone Capital Partners IV LP
          Blackstone Management Associates IV LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     14K 
                Securities by an Insider -- edgar123.xml/2.2                     
 2: EX-99       Joint Filer Information                                1      5K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — edgar123.xml/2.2



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BLACKSTONE MANAGEMENT ASSOCIATES IV LLC
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
(Street)
NEW YORKNY10154
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Nalco Holding CO [ NLC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/8/06
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share 11/8/06 S 262,962D$19.2 (7)238,299ISee Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, par value $0.01 per share 11/8/06 S 7,178,898D$19.2 (7)6,505,586ISee Footnotes (1) (2) (3) (4) (5) (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
BLACKSTONE MANAGEMENT ASSOCIATES IV LLC
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
(Street)
NEW YORKNY10154
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLACKSTONE CAPITAL PARTNERS IV LP
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
(Street)
NEW YORKNY10154
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A LP
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
(Street)
NEW YORKNY10154
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BLACKSTONE CAPITAL PARTNERS IV-A LP
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
(Street)
NEW YORKNY10154
(City)(State)(Zip)
1. Name and Address of Reporting Person*
PETERSON PETER G
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE, 31ST FLOOR
(Street)
NEW YORKNY10154
(City)(State)(Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A
(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE, 31ST FLOOR
(Street)
NEW YORKNY10154
(City)(State)(Zip)
Explanation of Responses:
(1)  On November 8, 2006, a registered public offering of 20,000,000 shares of the common stock of Nalco Holding Company (the "Issuer") was completed. Nalco LLC, Apollo Investment Fund V, L.P., Blackstone Capital Partners IV L.P. ("BCP IV") and GS Capital Partners 2000, L.P. (the selling stockholders) received all proceeds from this offering. In the offering, BCP IV sold 7,178,898 shares and Blackstone Capital Partners IV-A L.P. ("BCP IV-A") and Blackstone Family Investment Partnership IV-A L.P ("BCP IV-A").had an indirect economic interest in 262,962 of the shares sold by Nalco LLC. The shares of the Issuer's common stock reported as beneficially owned in the above table following the offering reflect (i) BCP IV's direct beneficial ownership of 6,505,586 shares of the Issuer's common stock and (ii) an indirect beneficial ownership in 238,299 shares of the Issuer's common stock based on the membership interests in Nalco LLC held by BCP IV-A and BFIP IV-A.
(2)  The tables above also reflect a distribution of the Issuer's shares made by Nalco LLC on December 30, 2005 to the members of Nalco LLC that qualified as a "venture capital operating company" (as defined in 29 C.F.R. sec. 2510.3-101(d)) in proportion to their membership interests, which included the distribution of 19,068,658 shares to BCP IV, which was formerly a member of Nalco LLC. Following such distribution, BCP IV. BCP IV-A and BFIP IV-A (which continued as members of Nalco LLC) beneficially held an aggregate of 19,767,140 shares of the Issuer's common stock, consisting of (i) 19,068,658 shares of which BCP IV was the record holder and (ii) 698,482 shares in which BCP IV-A and BFIP IV-A held an indirect beneficial economic interest based on the membership interests in Nalco LLC held by such funds.
(3)  The balance of the membership interests in Nalco LLC are held by affiliates of the Goldman Sachs Group, Inc. and Apollo Management, L.P. (together with BFIP IV-A and BCP IV A, the "LLC Members"), as well as certain members of management of the Issuer.
(4)  Blackstone Management Associates IV L.L.C. ("BMA") is the general partner having voting and investment power over the shares of common stock held or controlled by BCP IV, BFIP IV-A and BCP IV-A. Because voting and dispositive decisions of Nalco LLC with respect to the common stock of the Issuer require the approval of at least two of the LLC Members, BFIP IV -A and BCP IV-A disclaim beneficial ownership of the Issuer's securities held by Nalco LLC. Nonetheless, BMA, BFIP IV-A, BCP IV-A and the other reporting persons identified herein are voluntarily reporting an indirect beneficial ownership in the Issuer's common stock, as reflected herein.
(5)  BCP IV, BFIP IV-A, BCP IV-A., BMA, Messrs. Peter G. Peterson and Stephen A. Schwarzman (the founding members of BMA) disclaim beneficial ownership of all shares of the Issuer's common stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(6)  Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(7)  Represents sale price in an underwritten public offering.
/s/ Chinh Chu, Member of Blackstone Management Associates IV L.L.C. (See signature of other Reporting Persons attached as Exhibit 99.1) 11/13/06
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

↑Top
Filing Submission 0001005477-06-005393   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Mon., May 6, 10:44:36.1am ET