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PricewaterhouseCoopers LLP – ‘3’ for 8/30/02 re: Fti Consulting Inc.

On:  Monday, 9/9/02, at 10:12am ET   ·   For:  8/30/02   ·   Accession #:  950123-2-8746   ·   File #:  1-14875

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

 9/09/02  Pricewaterhousecoopers LLP        3          10% Owner   1:26K  Fti Consulting Inc.               Donnelley … Solutions/FA

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML     24K 
                Securities by an Insider                                         


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  FORM 3  

 


SEC 1473
(06-02)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 3

INITIAL STATEMENT OF 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


1. Name and Address of Reporting
Person*
(Last, First, Middle)
2. Date of Event Requiring Statement
(Month/Day/Year)
3. I.R.S. Identification Number of Reporting
Person, if an entity
(voluntary)
  PricewaterhouseCoopers LLP
  August 30, 2002
 
  1301 Avenue of the Americas

(Street)
4. Issuer Name and Ticker or Trading
Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check All Applicable)
    FTI Consulting, Inc. (NYSE: FCN)
  o  Director
x 10% Owner
o Officer (give title below)
o Other (specify below)
  New York, New York 10019
(City)         (State)        (Zip)
6. If Amendment, Date of Original
(Month/Day/Year)
 
   
7. Individual or Joint/Group Filing
(Check Applicable Line)
                x Filed by One Reporting Person
o Filed by More than One Reporting Person

 



 


Table I — Non-Derivative Securities Beneficially Owned

1. Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

  Common Stock, par value $0.01 per share (the "Shares")     1,823,785(1)     D  

           

           

           

           

           

           

           

           

           

1



 

                           

Table II — Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security

(Instr. 4)
2. Date Exercisable and
Expiration Date

(Month/Day/Year)
3. Title and Amount of Securities
Underlying Derivative Security

(Instr. 4)
4. Conversion or
Exercise Price
of Derivative
Security
5. Ownership Form of
Derivative Securities:
Direct (D) or Indirect (I)

(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)

      Date
Exer-
cisable
Expi-
ration
Date
 
Title
Amount
or
Number
of Shares
           

  N/A        

         

         

         

         

         

         

         

         

         

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Explanation of Responses:

(1) On August 30, 2002 (the "Closing Date"), at the closing of the transactions contemplated by the Agreement for the Purchase and Sale of Assets (the "Agreement"), dated July 24, 2002, by and between PricewaterhouseCoopers LLP ("PwC") and FTI Consulting, Inc. ("FTI"), pursuant to the Agreement, PwC was entitled to receive 3,000,000 shares of FTI common stock, par value $0.01 per share (the "Shares"), as partial consideration for the sale of its Business Recovery Services ("BRS") business to FTI. However, on the Closing Date, PwC received only 1,823,785 Shares and the ownership of the remaining 1,176,215 Shares (the "Partner Shares"), over which PwC momentarily had investment and voting power pursuant to Rule 13d-3(a) of the Securities Exchange Act of 1934 (the "Act"), was transferred directly to the individual BRS partners pursuant to preexisting agreements for their withdrawal from PwC. Once ownership of the Partner Shares was transferred directly to the individual BRS partners on the Closing Date, PwC ceased to have investment and voting power over those Partner Shares. At no point in time, however, did PwC have a pecuniary interest (as defined in Rule 16a-1(a)(2)(i) of the Act) in the Partner Shares. As a result of the August 30th transfer, PwC is no longer a 10% owner (since it owns only 7.6%) and as such will not be filing any Forms 4 unless or until it exceeds 10% and conducts a transaction thereafter.

PRICEWATERHOUSECOOPERS LLP  
/s/  Colin McKay   September 9, 2002

Name:   Colin McKay
Title:     Principal
**Signature of Reporting Person
 
Date


*   If the form is filed by more than one reporting person, see Instruction 5(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.
 

2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘3’ Filing    Date    Other Filings
1/31/05
Filed on:9/9/02SC 13G
For Period end:8/30/028-K,  8-K/A
7/24/028-K
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