4//SEC Filing
BLACKSTONE CAPITAL PARTNERS IV-A LP 4
Accession 0001005477-05-002890
CIK 0001298341other
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 8:46 PM ET
Size
16.6 KB
Accession
0001005477-05-002890
Insider Transaction Report
Form 4
BLACKSTONE CAPITAL PARTNERS IV LP
10% Owner
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
SCHWARZMAN STEPHEN A
10% Owner
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
BLACKSTONE CAPITAL PARTNERS IV-A LP
10% Owner
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
PETERSON PETER G
10% Owner
Transactions
- Sale
Common stock, par value $0.01 per share
2005-08-17$18.41/sh−10,790,698$198,656,750→ 21,385,745 total(indirect: See Footnotes)
Footnotes (6)
- [F1]On August 17, 2005, a registered public offering of 29,000,000 shares of Nalco Holding Company (the "Issuer") common stock (the "Common Stock") was completed. Nalco LLC (the selling stockholder) received all proceeds from this offering. The shares of the Issuer's common stock reported as beneficially owned in the above table reflect an indirect beneficial ownership in the Issuer based on the membership interests in Nalco LLC held by Blackstone Capital Partners IV L.P., Blackstone Family Investment Partnership IV-A L.P. and Blackstone Capital Partners IV-A L.P. (collectively, the "Blackstone Funds").
- [F2]Blackstone Management Associates IV LLC ("BMA") is the general partner having voting and investment power over the shares of common stock held or controlled by each of the Blackstone Funds. The membership interests in Nalco LLC are held by the Blackstone Funds and affiliates of the Goldman Sachs Group, Inc. and Apollo Management, LP (together with the Blackstone Funds, the "LLC Members"), as well as certain members of management of the Issuer. 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, the Blackstone Funds disclaim beneficial ownership of the Issuer's securities held by Nalco LLC. (Continued in footnote (3))
- [F3](Continued from footnote (2)) Nonetheless, BMA, the Blackstone Funds and the other reporting persons identified herein are voluntarily reporting an indirect beneficial ownership in the Issuer's common stock, as reflected herein.
- [F4]The Blackstone Funds, 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.
- [F5]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- [F6]Represents price to public in an underwritten public offering.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeother
Related Parties
1- filerCIK 0001277407
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 8:46 PM ET
- Size
- 16.6 KB