SEC Info - Thomas H. Lee Advisors, LLC, et al. - ‘SC 13G/A’ on 2/12/16 re: West Corp

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Thomas H. Lee Advisors, LLC, et al. – ‘SC 13G/A’ on 2/12/16 re: West Corp

On: Friday, 2/12/16, at 10:04am ET · Accession #: 1140361-16-51942 · File #: 5-49657

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

 2/12/16  Thomas H. Lee Advisors, LLC       SC 13G/A               1:321K West Corp                         Summit Fin’l Printing
          Putnam Investment Holdings, LLC
          Putnam Investments Employees Securities Co III LLC
          THL Coinvestment Partners, L.P.
          THL Equity Fund VI Investors (West) HL, L.P.
          THL Equity Fund VI Investors (West), L.P.
          Thomas H. Lee Equity Fund VI, L.P.
          Thomas H. Lee Parallel (DT) Fund VI, L.P.
          Thomas H. Lee Parallel Fund VI, L.P.

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Thomas H. Lee Advisors, LLC Sc 13Ga 12-31-2015      HTML    134K 
                          (West Corporation)

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

WEST CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

952355105

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP NO. 952355105

13G

PAGE 2 OF 25

1	NAME OF REPORTING PERSON
	Thomas H. Lee Advisors, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			18,176,113

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			18,176,113

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,176,113

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	21.84% (1)

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

The calculation of the foregoing percentage is based on 83,223,627 shares of Common Stock outstanding as of October 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

CUSIP NO. 952355105

13G

PAGE 3 OF 25

1	NAME OF REPORTING PERSON
	Thomas H. Lee Equity Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			7,532,661

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			7,532,661

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,532,661

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.05% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 4 OF 25

1	NAME OF REPORTING PERSON
	Thomas H. Lee Parallel Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			5,100,718

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			5,100,718

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,100,718

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.13% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 5 OF 25

1	NAME OF REPORTING PERSON
	Thomas H. Lee Parallel (DT) Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			890,993

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			890,993

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	890,993

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.07% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 6 OF 25

1	NAME OF REPORTING PERSON
	THL Coinvestment Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			13,820

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			13,820

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,820

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.02% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 7 OF 25

1	NAME OF REPORTING PERSON
	Putnam Investment Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			38,444

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			38,444

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	38,444

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.05% (1)

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 8 OF 25

1	NAME OF REPORTING PERSON
	Putnam Investments Employees’ Securities Company III LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			38,430

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			38,430

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	38,430

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.05% (1)

12	TYPE OF REPORTING PERSON*
	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 9 OF 25

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (West), L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			3,955,934

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			3,955,934

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,955,934

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.75% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

PAGE 10 OF 25

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (West) HL, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			-0-

		6	SHARED VOTING POWER
			605,113

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			605,113

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	605,113

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.73% (1)

12	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

(1)

CUSIP NO. 952355105

13G

Item 1 (a).

Name of Issuer:

West Corporation

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

11808 Miracle Hills Drive

Omaha, Nebraska 68154

Item 2 (a).

Name of Person Filing:

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“Advisors”); (2) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (3) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (4) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (5) THL Equity Fund VI Investors (West), L.P., a Delaware limited partnership (“THL West”); (6) THL Equity Fund VI Investors (West) HL, L.P., a Delaware limited partnership (“THL West HL”); (7) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”; together with Advisors, THL Equity VI, Parallel Fund VI, DT Fund VI, THL West and THL West HL the “THL Funds”); (8) Putnam Investment Holdings, LLC, a Delaware limited liability company (“Putnam”); (9) Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company (“Putnam III”; together with Putnam the “Putnam Entities”). Entities (1) through (7) are referred to as the “THL Entities; entities (8) and (9) are referred to as the “Putnam Entities.”

Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment. In addition Thomas H. Lee Partners, L.P. is the managing member of THL Equity Advisors VI, LLC, which in turn is the general partner of THL Equity VI, Parallel Fund VI, DT Fund VI, THL West and THL West HL. Advisors is attorney-in-fact of Putnam Investments, LLC, which is the managing member of Putnam, which in turn is the managing member of Putnam III.

Item 2 (b).

Address of Principal Business Office or, if none, Residence:

For the THL Entities:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

For the Putnam Entities:

c/o Putnam Investments, LLC

One Post Office Square

Boston, MA 02109

Page 11 of 25

CUSIP NO. 952355105

13G

Item 2 (c).

Citizenship:

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Equity Fund VI, L.P. – Delaware

Thomas H. Lee Parallel Fund VI, L.P. – Delaware

Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware

THL Coinvestment Partners, L.P. – Delaware

THL Equity Fund VI Investors (West), L.P. – Delaware

THL Equity Fund VI Investors (West) HL, L.P. – Delaware

Putnam Investment Holdings, LLC – Delaware

Putnam Investments Employees’ Securities Company III LLC – Delaware

Item 2 (d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2 (e).

CUSIP Number:

952355105

Item 3.

Not Applicable

Item 4

Ownership

Item 4(a)

Amount Beneficially Owned

This Schedule 13G is being filed on behalf of the Reporting Persons. The Reporting Persons may be deemed to beneficially own in the aggregate 18,176,113 shares of the Issuer’s Common Stock, representing, in the aggregate, 21.84% of the Issuer’s Common Stock. The percentage of Common Stock held by the Reporting Persons is based on 83,223,627 shares of Common Stock of the Issuer outstanding as of October 30, 2015 (the “Outstanding Shares”), as reported in the Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

The following shares were owned by the Reporting Persons on December 31, 2015:

Advisors owned 18,176,113 shares of the Issuer, representing approximately 21.84% of the Outstanding Shares.

THL Equity VI owned 7,532,661 shares of the Issuer, representing approximately 9.05% of the Outstanding Shares.

Parallel Fund VI owned 5,100,718 shares of the Issuer, representing approximately 6.13% of the Outstanding Shares.

DT Fund VI owned 890,993 shares of the Issuer, representing approximately 1.07% of the Outstanding Shares.

THL Coinvestment owned 13,820 shares of the Issuer, representing approximately 0.02% of the Outstanding Shares.

Page 12 of 25

CUSIP NO. 952355105

13G

THL West owned 3,955,934 shares of the Issuer, representing approximately 4.75% of the Outstanding Shares.

THL West HL owned 605,113 shares of the Issuer, representing approximately 0.73% of the Outstanding Shares.

Putnam owned 38,444 shares of the Issuer, representing approximately 0.05% of the Outstanding Shares.

Putnam III owned 38,430 shares of the Issuer, representing approximately 0.05% of the Outstanding Shares.

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

Item 4(b)

Percent of Class

See Item 4(a) hereof

Item 4(c)

Number of Shares as to which Such Person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Other than set forth herein, no knowledge of anyone owning 5% or more.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

See Item 4(a) above.

Page 13 of 25

CUSIP NO. 952355105

13G

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

Page 14 of 25

SIGNATURE