FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ITC DELTACOM INC [ ITCD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/31/2007 | J(1) | 26,587,286(1) | A | (1) | 35,203,323 | I | By Welsh, Carson, Anderson & Stowe VIII, L.P.(2) | ||
Common Stock | 07/31/2007 | J(1) | 3,477,040(1) | A | (1) | 4,127,611 | I | By WCAS Capital Partners III, L.P.(2) | ||
Common Stock | 07/31/2007 | J(1) | 6,753(1) | A | (1) | 9,653 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 1,884,245 | (1) | (1) | Common Stock | 3,644(1) | $0 | 0 | I | By Welsh, Carson, Anderson & Stowe VIII, L.P.(2) | |||
Series C Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 16,350,000 | (1) | (1) | Common Stock | 4,007,845(1) | $0 | 0 | I | By Welsh, Carson, Anderson & Stowe VIII, L.P.(2) | |||
Series B Convertible Preferred Stock | (1) | 07/31/2007 | J(1) | 498,011.83 | (1) | (1) | Common Stock | 9,626,658(1) | $0 | 0 | I | By Welsh, Carson, Anderson & Stowe VIII, L.P.(2) | |||
Series B Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 771,583 | (1) | (1) | Common Stock | 1,492(1) | $0 | 0 | I | By WCAS Capital Partners III, L.P.(2) | |||
Series C Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 2,833,000 | (1) | (1) | Common Stock | 694,448(1) | $0 | 0 | I | By WCAS Capital Partners III, L.P.(2) | |||
Series B Convertible Preferred Stock | (1) | 07/31/2007 | J(1) | 87,026.93 | (1) | (1) | Common Stock | 1,682,246(1) | $0 | 0 | I | By WCAS Capital Partners III, L.P.(2) | |||
Series B Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 791 | (1) | (1) | Common Stock | 1(1) | $0 | 0 | D | ||||
Series C Warrants to Purchase Common Stock | (1) | 07/31/2007 | J(1) | 4,000 | (1) | (1) | Common Stock | 980(1) | $0 | 0 | D | ||||
Series B Convertible Preferred Stock | (1) | 07/31/2007 | J(1) | 134.78 | (1) | (1) | Common Stock | 2,605(1) | $0 | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of a recapitalization of the Issuer agreed to in a commitment letter entered into by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS VIII") and the Issuer on June 8, 2007, WCAS VIII and WCAS Capital Partners III, L.P. ("WCAS CP III") received shares of Common Stock in consideration of the conversion or exchange of all shares of Series B Convertible Preferred Stock, Series B Warrants to purchase Common Stock, Series C Warrants to purchase Common Stock and approximately $22 million principal amount of notes held by WCAS VIII and WCAS CP III (with fractional shares to be paid in cash). WCAS VIII also agreed to purchase additional Common Stock at $3.03 per share, for an aggregate purchase price of approximately $21 million in cash. Certain other persons affiliated with WCAS VIII and/or WCAS CP III participated in such transactions on a like basis with WCAS VIII and WCAS CP III. |
2. The Reporting Person is a managing member of the respective sole general partners of Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS Capital Partners III, L.P. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
Remarks: |
/s/David Mintz, Attorney-in-Fact | 07/31/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |