4//SEC Filing
PRINCETON REVIEW INC 4
Accession 0001181431-10-022691
CIK 0001113668operating
Filed
Apr 22, 8:00 PM ET
Accepted
Apr 23, 4:59 PM ET
Size
14.3 KB
Accession
0001181431-10-022691
Insider Transaction Report
Form 4
CRISAN JEFFREY
Director10% Owner
Transactions
- Conversion
Series D Convertible Preferred Stock
2010-04-21−62,447→ 13,146,857 total(indirect: See Footnotes)→ Common Stock, par value $0.01 (13,146,857 underlying) - Other
Series E Non-Convertible Preferred Stock
2009-12-07+35,640→ 35,640 total(indirect: See Footnotes) - Conversion
Series E Non-Convertible Preferred Stock
2010-04-21−35,640→ 0 total(indirect: See Footnotes) - Other
Series C Convertible Preferred Stock
2009-12-07−39,600→ 0 total(indirect: See Footnotes)From: 2007-07-23→ Common Stock, par value $0.01 (6,600,000 underlying)
Footnotes (4)
- [F1]On December 7, 2009, Bain Capital Venture Fund 2007, L.P, ("BCVF 07"), BCIP Venture Associates ("BCIP") and BCIP Venture Associates-B ("BCIP-B) exchanged 39,600 shares of Series C Convertible Preferred Stock of the Issuer (the "Series C Preferred Stock") for 35,640 shares of Series E Non-Convertible Preferred Stock of the Issuer (the "Series E Preferred Stock").
- [F2]On April 21, 2010, the Series E Preferred Stock was converted in to the Series D Convertible Preferred Stock of the Issuer ("Series D Preferred Stock"), pursuant to the terms of Certificate of Designation of the Series E Preferred Stock. The purchase price of the Series E Preferred Stock was $1000 and the original purchase price per share per share of the Series D Preferred Stock is $1,000. Dividends accrue daily and are compound annually on the Series D Preferred Stock original purchase price at a rate of 8% per year through the fifth anniversary of the issuance of Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into a number of shares of Common Stock, determined by dividing the sum of the original purchase price per share plus all accrued and unpaid dividends by four dollars and seventy-five cents, subject to adjustments.
- [F3]Jeffrey Crisan is a Managing Director of Bain Capital Venture Investors, LLC ("BCVI"), which is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of BCVF 07. Mr. Crisan is a general partner of each BCIP and BCIP-B. By virtue of these relationships, Mr. Crisan may be deemed to share voting and dispositive power with respect to the shares held by BCVF 07, BCIP and BCIP-B. Mr. Crisan disclaims any beneficial ownership of all such securities except to the extent of his pecuniary interest therein. As of April 21, 2010 BCVF 07, BCIP and BCIP-B held 36,702 shares of Series D Preferred Stock. In accordance with the conversion mechanics described in Footnote (2), the Series D Preferred Stock held by BCVF 07, BCIP and BCIP-B may be converted into 7,726,814 shares of Common Stock as of April 21, 2010.
- [F4]Mr. Crisan is a Managing Director of BCVI, which is the sole general partner of BCVI-TPR Integral, L.P. ("BCVI TPR"). By virtue of these relationships, Mr. Crisan may be deemed to share voting and dispositive power with respect to the shares held by BCVI TPR. Mr. Crisan disclaims any beneficial ownership of all such securities except to the extent of his pecuniary interest therein. As of April 21, 2010 BCVI TPR held 25,745 shares of Series D Preferred Stock. In accordance with the conversion mechanics described in Footnote (2), the Series D Preferred Stock held by BCVI TPR may be converted into 5,420,043 shares of Common Stock as of April 21, 2010.
Documents
Issuer
PRINCETON REVIEW INC
CIK 0001113668
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001113668
Filing Metadata
- Form type
- 4
- Filed
- Apr 22, 8:00 PM ET
- Accepted
- Apr 23, 4:59 PM ET
- Size
- 14.3 KB