SEC Info - Shamrock Activist Value Fund LP, et al. - ‘SC 13D/A’ on 2/1/08 re: NUCO2 Inc/DE

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Shamrock Activist Value Fund LP, et al. – ‘SC 13D/A’ on 2/1/08 re: NUCO2 Inc/DE

On: Friday, 2/1/08, at 4:40pm ET · Accession #: 1193125-8-18033 · File #: 5-46469

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

 2/01/08  Shamrock Activist Value Fund LP   SC 13D/A               3:135K NUCO2 Inc/DE                      RR Donnelley/FA
          Shamrock Activist Value Fund GP, L.L.C.
          Shamrock Activist Value Fund II, L.P.
          Shamrock Activist Value Fund III, L.P.
          Shamrock Partners Activist Value Fund, L.L.C.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                     HTML     71K 
 2: EX-10       Schedule of Transactions                            HTML     26K 
 3: EX-11       Joint Filing Agreement, Dated August 3, 2007        HTML     14K

SC 13D/A — Amendment No. 4 to Schedule 13D

This is an HTML Document rendered as filed. [ Alternative Formats ]

Amendment No. 4 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 4)*

NUCO2 INC.

(Name of Issuer)

Common Shares, $0.001 Par Value

(Title of Class of Securities)

629428103

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 30, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 629428103


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamrock Activist Value Fund, L.P. – 35-2239069
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 890,527 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 890,527 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 890,527 Common Shares*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.03%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 629428103


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamrock Activist Value Fund II, L.P. – 55-0908199
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 168,056 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 168,056 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,056 Common Shares*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.14%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 629428103


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamrock Activist Value Fund III, L.P. – 11-3768779
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 18,910 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 18,910 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,910 Common Shares*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 629428103


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamrock Activist Value Fund GP, L.L.C. –37-1497874
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 1,077,493 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 1,077,493 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,077,493 Common Shares*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.30%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 629428103


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shamrock Partners Activist Value Fund, L.L.C. – 87-0733755
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER 0
		8. SHARED VOTING POWER 1,077,493 Common Shares*
		9. SOLE DISPOSITIVE POWER 0
		10. SHARED DISPOSITIVE POWER 1,077,493 Common Shares*


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,077,493 Common Shares*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.30%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* See Item 5 hereof

INTRODUCTION

This statement amends the Schedule 13D dated August 3, 2007 as amended by Amendment No. 1 dated September 17, 2007, Amendment No. 2 dated October 18, 2007 and Amendment No. 3 dated November 6, 2007 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”), with respect to Common Shares, $0.001 par value per share (“Common Shares”), of NuCO2 Inc., a Florida corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3.

Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 17,178 Common Shares acquired by it on or after November 6, 2007 (the date the Schedule 13D was last amended) was $427,069 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 3,312 Common Shares acquired by it on or after November 6, 2007 (the date the Schedule 13D was last amended) was $82,341 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 10 Common Shares acquired by it on or after November 6, 2007 (the date the Schedule 13D was last amended) was $249 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

2. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4.

Purpose of Transaction.

As a result of the transactions described in Item 5 below, Shamrock Activist Value Fund now has beneficial ownership of 1,077,493 Common Shares, representing approximately 7.30% of the issued and outstanding Common Shares.

3. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 1,077,493 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 7.30% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,077,493 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 7.30% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,077,493 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 1,077,493 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act. Those controlling persons were identified in Item 2 of the Amended Schedule 13D, as previously filed.

The percentage of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 14,769,532 Common Shares were outstanding as of January 30, 2008, based on the information in the Agreement and Plan of Merger among NuCO2 Acquisition Corp., NuCO2 Merger Co. and NuCO2 Inc. dated as of January 29, 2008, contained in the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on January 30, 2008.

(c) During the last 60 days, SAVF, SAVF II and SAVF III acquired and disposed of Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 10 and incorporated herein by reference. All such transactions were effected in the open market on the Nasdaq National Market.

Except as set forth above, none of the Reporting Persons beneficially owns any Common Shares or has effected any transactions in Common Shares during the last 60 days.

(d)	Not applicable.

(e)	Not applicable.

4. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7.

Material to be Filed as Exhibits.


Exhibit		Document

Exhibit 10 —		Schedule of Transactions
Exhibit 11 —		Joint Filing Agreement, dated August 3, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 31, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ *Michael J. McConnell*
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ *Michael J. McConnell*
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ *Michael J. McConnell*
		Name: Michael J. McConnell Title: Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ *Michael J. McConnell*
		Name: Michael J. McConnell Title: Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ *Michael J. McConnell*
		Name: Michael J. McConnell Title: Vice President

Exhibit Index


Exhibit		Document

Exhibit 10 —		Schedule of Transactions
Exhibit 11 —		Joint Filing Agreement, dated August 3, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	2/1/08	3
	1/31/08	SC 13G/A
	1/30/08	4, 8-K, DEFA14A, SC 13D/A
	1/29/08
	11/6/07	SC 13D/A
	10/18/07
	9/17/07	4
	8/3/07
		List all Filings

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Filing Submission 0001193125-08-018033 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Shamrock Activist Value Fund LP, et al. – ‘SC 13D/A’ on 2/1/08 re: NUCO2 Inc/DE

On: Friday, 2/1/08, at 4:40pm ET · Accession #: 1193125-8-18033 · File #: 5-46469

Previous ‘SC 13D’: ‘SC 13D/A’ on 1/30/08 · Next: ‘SC 13D/A’ on 2/5/08 · Latest: ‘SC 13D/A’ on 4/23/10

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 4 to Schedule 13D

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents