FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/09/2005 |
3. Issuer Name and Ticker or Trading Symbol
SYNIVERSE HOLDINGS INC [ SVR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share | 136,781.427 | I | Refer Footnote(1)(2) |
Common Stock, par value $0.001 per share | 68,390.527 | I | Refer Footnote(2)(3) |
Common Stock, par value $0.001 per share | 1,878.363 | I | Refer Footnote(2)(4) |
Common Stock, par value $0.001 per share | 3,464.6 | I | Refer Footnote(2)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 | ||||
Class A Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 136,781.427 | $0(6) | I | Refer Footnote(1)(2) |
Class A Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 68,390.527 | $0(6) | I | Refer Footnote(2)(3) |
Class A Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 1,878.363 | $0(6) | I | Refer Footnote(2)(4) |
Class A Redeemable Convertible Preferred Stock | (7) | (7) | Common Stock | 3,464.6 | $0(6) | I | Refer Footnote(2)(5) |
Explanation of Responses: |
1. GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII and GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII. |
2. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
3. GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VII is the general partner of Fund VII/A and GTCR is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII/A to the extent of the Reporting Person's indirect proportionate interest in Fund VII/A. |
4. GTCR Co-Invest, L.P. is the direct beneficial owner of the shares reported in Tables I and II. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest. |
5. GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners. |
6. At any time following completion of the initial public offering of Common Stock by SVR, each share of Class A Redeemable Convertible Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through February 9, 2005 by (2) the per share initial public offering price of the Common Stock, which is $16.00. |
7. Each share of Class A Redeemable Convertible Preferred Stock that is not redeemed with proceeds from the initial public offering of Common Stock will be converted into Common Stock on the 40th day after the closing of SVR's initial public offering of Common Stock. |
/s/ Jody S. Gale under a Power of Attorney | 02/09/2005 | |
** 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 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). | ||
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. |