SEC Form 3

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* Protection Holdings, LLC (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/04/2010	3. Issuer Name and Ticker or Trading Symbol PROTECTION ONE INC [ PONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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 $0.01 per share	74,308,511(1)(2)	I	By Protection Holdings II, Inc.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* Protection Holdings, LLC (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Protection Holdings II, Inc. (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR FUND IX/A L P (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR FUND IX/B L P (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR Partners IX, L.P. (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR GOLDER RAUNER II LLC (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. 300 NORTH LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects shares purchased in a tender offer; shares acquired from Protection One ("Protection One") pursuant to the exercise of the top-up option provided in the Agreement and Plan of Merger, dated April 26, 2010 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated May 21, 2010), by and among Protection Holdings, LLC ("Parent"), Protection Acquisition Sub, Inc. ("Acquisition Sub") and Protection One; and shares not tendered in the tender offer and deemed acquired pursuant to the consummation of the merger of Acquisition Sub with and into Protection One (the "Merger"). At the effective time of the Merger, the aforementioned shares were cancelled and ceased to exist and each share of Acquisition Sub converted into shares of Protection One. Acquisition Sub's separate corporate existence ceased and Protection One survived as a direct wholly owned subsidiary of Protection Holdings II, Inc.

2. The reporting persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. These shares are owned directly by Protection Holdings II, Inc, which is a direct wholly owned subsidiary of Parent. Parent is controlled by GTCR Fund IX/A, L.P. ("Fund IX/A"); GTCR Fund IX/B, L.P. ("Fund IX/B"); GTCR Partners IX, L.P. ("Partners IX"), by virtue of it being the general partner of Fund IX/A and Fund IX/B; and GTCR Golder Rauner II, L.L.C. ("GTCR"), by virtue of it being the general partner of Partners IX. As a result, GTCR, Partners IX, Fund IX/A, Fund IX/B and Parent may be deemed to be the indirect beneficial owners of these shares.

	SEE EXHIBIT 99.1	06/08/2010
	** Signature of Reporting Person	Date
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