-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aiz5eOdBISFRkYBCg5+bMJHs6jLD2pltD6pajAVYOd2CeHrB7KtOHitwFBdbDTz2 MOyO3AC0kXr4C9a8l2UbBA== 0000769993-07-001101.txt : 20071211 0000769993-07-001101.hdr.sgml : 20071211 20071211172433 ACCESSION NUMBER: 0000769993-07-001101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071211 DATE AS OF CHANGE: 20071211 GROUP MEMBERS: GOLDMAN, SACHS & CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INPHONIC INC CENTRAL INDEX KEY: 0001133324 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 522199384 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80170 FILM NUMBER: 071299815 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2023330001 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 inphonicgsggsco4.txt --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...........14.4 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* InPhonic, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 45772G105 -------------------------------------------- (CUSIP Number) Connie J. Shoemaker, Esq. Goldman, Sachs & Co. One New York Plaza New York, New York 10004 (212) 902-1000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 7, 2007 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *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). 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 control number. SEC 1746 (3-06) Page 1 of 10 pages - ----------------------- CUSIP No. 45772G105 - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person The Goldman Sachs Group, Inc. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds AF - ------------------------------------------------------------------------------ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 7. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 8. Shared Voting Power Beneficially 97,914 Owned by ---------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 10. Shared Dispositive Power With: 100,914 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,914 - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 0.3% - ------------------------------------------------------------------------------ 14. Type of Reporting Person HC-CO - ------------------------------------------------------------------------------ Page 2 of 10 pages - ----------------------- CUSIP No. 45772G105 - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Goldman, Sachs & Co. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds WC; 00 - ------------------------------------------------------------------------------ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization New York - ------------------------------------------------------------------------------ 7. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 8. Shared Voting Power Beneficially 97,914 Owned by ---------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 10. Shared Dispositive Power With: 100,914 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,914 - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 0.3% - ------------------------------------------------------------------------------ 14. Type of Reporting Person BD-PN-IA - ------------------------------------------------------------------------------ Page 3 of 10 pages AMENDMENT NO. 4 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF INPHONIC, INC. The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and, together with GS Group, the "Filing Persons") /1/ hereby amend and supplement the statement on Schedule 13D filed on August 28, 2006, as amended by Amendment No. 1 thereto filed October 10, 2006, Amendment No. 2 thereto filed November 9, 2006 and as most recently amended by Amendment No. 3 thereto filed August 15, 2007 (as amended, the "Schedule 13D"), filed with respect to the Common Stock, par value $0.01 per share (the "Common Stock"), of InPhonic, Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D. This Amendment No. 4 is being filed to report that on December 7, 2007, Goldman Sachs sold (the "Fund Transfer") 5,000,000 shares of Common Stock and warrants to purchase up to an aggregate of 1,176,389 shares of Common Stock, consisting of (i) warrants to purchase up to 687,500 shares of Common Stock (the "Warrants") and (ii) warrants to purchase up to 488,889 shares of Common Stock (the "August 2007 Warrants", and, together with the Warrants, the "Aggregate Warrants") to Goldman Sachs Investment Partners Master Fund, L.P. ("GSIP"). As a result of the Fund Transfer, the Filing Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Company. - ------------------ /1/ Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934. Page 4 of 10 pages Item 2 is hereby amended as follows: Item 2. Identity and Background. ------------------------ Schedule I to the Schedule 13D as previously filed is replaced in its entirety by Schedule I hereto and is incorporated herein by reference. Item 3 is hereby amended as follows: Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Funds for shares of Common Stock acquired in ordinary course trading activities came from the working capital of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. Funds for shares of Common Stock in held in client accounts with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group, or their employees, have investment discretion ("Managed Accounts") came from clients' capital. Other than the Fund Transfer and as set forth on Schedule II, no transactions in the Common Stock were effected by the Filing Persons or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedule I hereto, during the sixty day period from October 8, 2007 through December 7, 2007. Item 4 is hereby amended as follows: Item 4. Purpose of the Transaction. --------------------------- Not applicable. Item 5 is hereby amended as follows: Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) As of December 7, 2007, Goldman Sachs may be deemed to have beneficially owned directly an aggregate of 100,914 shares of Common Stock, consisting of (i) 97, 914 shares of Common Stock acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and (ii) 3,000 shares of Common Stock held in Managed Accounts, representing in the aggregate approximately 0.3% of the shares of Common Stock reported to be outstanding as of July 31, 2007 as disclosed in Company's most recent quarterly report on Form 10-Q for the period ended June 30, 2007 (the "10-Q"). As of December 7, 2007, GS Group may be deemed to have beneficially owned indirectly an aggregate of 100,914 shares of Common Stock beneficially owned directly by Goldman Sachs described above, representing in the aggregate approximately 0.3% of the shares of Common Stock outstanding as disclosed in the Company's 10-Q. GS Group and Goldman Sachs each disclaim beneficial ownership of the shares of Common Stock held in Managed Accounts. Page 5 of 10 pages In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of GS Group and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release (each, a "Disaggregated Unit"). GSIP is part of a Disaggregated Unit and, as a result, this filing does not include the securities that were transferred to GSIP in the Fund Transfer. In addition, the Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both. None of the Filing Persons or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedule I hereto may be deemed to have beneficially owned any shares of Common Stock as of December 7, 2007 other than as set forth herein. (b) Each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by such Filing Person as indicated in pages 2 through 3 above. (c) On December 7, 2007, per the Fund Transfer, Goldman Sachs sold 5,000,000 shares of Common Stock and Aggregate Warrants to purchase up to 1,176,389 shares of Common Stock to GSIP. The price paid by GSIP to Goldman Sachs for the Common Stock was $0.02 per share, which was the closing price of the Common Stock on the over-the-counter market on December 6, 2007. The price paid by GSIP to Goldman Sachs for the Warrants was $0.02316 per share. The price paid by GSIP to Goldman Sachs for the August 2007 Warrants was $0.0233 per share. Schedule II hereto sets forth transactions in Common Stock, other than the Fund Transfer, that were effected by the Filing Persons during the sixty day period from October 8, 2007 through December 7, 2007, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock, described on Schedule II, were effected on the NYSE Arca or the over-the-counter market. Other than the Fund Transfer and as set forth on Schedule II hereto, no transactions in the Common Stock were effected by the Filing Persons or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedule I hereto, during the sixty day period from October 8, 2007 through December 7, 2007. (d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock held in Managed Accounts, no other person is known by the Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Filing Persons. The Filing Persons disclaim beneficial ownership of the shares of Common Stock held in Managed Accounts. Page 6 of 10 pages (e) On December 7, 2007, as a result of the Fund Transfer, the Filing Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Company. As a result, this is the final amendment to the Schedule 13D for the Filing Persons with respect to the Common Stock. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of GS Group and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release (each, a "Disaggregated Unit"). GSIP is a part of a Disaggregated Unit and, as a result, this filing does not include the securities that were transferred to GSIP in the Fund Transfer. In addition, the Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both. Item 6 is hereby amended as follows: Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. -------------------------------------------------------- Not applicable. Item 7 is hereby amended as follows: Item 7. Material to be Filed as Exhibits. --------------------------------- Not applicable. Page 7 of 10 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 11, 2007 THE GOLDMAN SACHS GROUP, INC. By:/s/ Andrea Louro DeMar ---------------------------------------- Name: Andrea Louro DeMar Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Andrea Louro DeMar ---------------------------------------- Name: Andrea Louro DeMar Title: Attorney-in-fact Page 8 of 10 pages SCHEDULE I ---------- The name of each director of The Goldman Sachs Group, Inc. is set forth below. The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each person is a citizen of the United States of America except for Claes Dahlback, who is a citizen of Sweden. The present principal occupation or employment of each of the listed persons is set forth below. Name Present Principal Occupation - -------------------------------------------------------------------------------- Lloyd C. Blankfein Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc. Gary D. Cohn President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. Jon Winkelried President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Claes Dahlback Senior Advisor to Investor AB and Senior Advisor to Foundation Asset Management Stephen Friedman Chairman of Stone Point Capital William W. George Professor of Management Practice at the Harvard Business School, Retired Chairman and Chief Executive Officer of Medtronic, Inc. Rajat K. Gupta Senior Partner of McKinsey & Company James A. Johnson Vice Chairman of Perseus, L.L.C. Lois D. Juliber Retired Vice Chairman of Colgate-Palmolive Company Edward M. Liddy Chairman of the Board of The Allstate Corporation Ruth J. Simmons President of Brown University Page 9 of 10 pages SCHEDULE II ----------- InPhonic, Inc. Cusip No. 45772G105
Purchases Sales Price Trade Date Settlement Date - -------------------------------------------------------------------------------- 16 2.5200 10/8/2007 10/11/2007 265 1.9400 10/10/2007 10/15/2007 185 1.9400 10/10/2007 10/15/2007 94 1.9400 10/10/2007 10/15/2007 162 0.7001 10/11/2007 10/16/2007 3 1.9500 10/11/2007 10/16/2007 300 1.9500 10/11/2007 10/16/2007 300 1.9500 10/11/2007 10/16/2007 262 0.7679 10/11/2007 10/16/2007 8,640 0.7700 10/11/2007 10/16/2007 83 0.6100 10/12/2007 10/17/2007 161 0.5800 10/15/2007 10/18/2007 2,880 0.5800 10/15/2007 10/18/2007 133 0.4800 10/18/2007 10/23/2007 887 0.4700 10/19/2007 10/24/2007 97 0.4204 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 100 0.4212 10/19/2007 10/24/2007 100 0.4209 10/19/2007 10/24/2007 100 0.4215 10/19/2007 10/24/2007 100 0.4218 10/19/2007 10/24/2007 2,100 0.4294 10/19/2007 10/24/2007 912 0.4294 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 100 0.4205 10/19/2007 10/24/2007 208 0.4300 10/22/2007 10/25/2007 90 0.3400 10/24/2007 10/29/2007 91 0.3300 10/25/2007 10/30/2007 270 0.3800 10/31/2007 11/5/2007 64 0.4200 11/2/2007 11/7/2007 45 0.4000 11/7/2007 11/13/2007 95 0.0632 11/9/2007 11/15/2007 300 0.0300 11/16/2007 11/21/2007 351 0.0300 11/16/2007 11/21/2007 237 0.0270 11/23/2007 11/28/2007
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