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 Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants to acquire common shares
|
Â
(5)
|
12/12/2015 |
Common Stock, par value $0.01 per share
|
1,067,187
|
$
17.5
|
I
|
See footnotes.
(6)
(7)
|
* |
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). |
(1) |
Bank of America Corporation ("Bank of America") is an indirect beneficial owner of the reported securities. The indirect
interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008
(the "Merger Agreement") whereby a wholly owned subsidiary of Bank of America merged with and into Merrill Lynch & Co., Inc.
("Merrill Lynch"). Merrill Lynch is now a wholly owned subsidiary of Bank of America. |
(2) |
Bank of America through its affiliates, ML Global Private Equity Fund, L.P. and Merrill Lynch Ventures L.P. 2001, reports
indirect beneficial ownership of 5,714,285 shares of the Issuer's Common Stock. |
(3) |
The shares of Common Stock are held indirectly by Bank of America through its subsidiaries as follows: ML Global Private
Equity Fund, L.P. 4,285,714 shares of Common Stock and Merrill Lynch Ventures L.P. 2001 1,428,571 shares of Common Stock. |
(4) |
The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act
of 1934 or otherwise, the Reporting Person is the beneficial owner of the securities covered by this statement except to the
extent of its pecuniary interest therein. |
(5) |
Warrants are exercisable at any time prior to Expiration Date. |
(6) |
364,803.6 warrants are owned directly by ML Global Private Equity Fund, L.P., 580,782 warrants are owned directly by GMI
Investments, Inc., a wholly-owned subsidiary of Merrill Lynch Group, Inc., and 121,601.2 warrants are owned directly by
Merrill Lynch Ventures L.P. 2001. Accordingly, Bank of America reports indirect beneficial ownership of 1,067,187 warrants
to acquire shares of the Issuer's Common Stock. |
(7) |
Bank of America may be deemed a director by virtue of the fact that Mandakini Puri, an employee of an affiliate of Bank of
America, is a director of Validus Holdings, Ltd. |