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) 05/04/2010 |
3. Issuer Name and Ticker or Trading Symbol
DOUGLAS DYNAMICS, INC [ PLOW ] |
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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 | 7,124,199(1)(2)(3) | D | |
Series B Preferred Stock | 1(4) | D | |
Common Stock | 29,687(5) | D | |
Common Stock | 11,875(6) | D |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Consists of 7,031,662 shares held by Aurora Equity Partners II LP ("AEPII") and 93,337 shares held by Aurora Overseas Equity Partners II, LP ("AOEPII"). The number of shares of Common Stock reported reflects a 23.75 for 1 stock split of the Issuer's Common Stock that will become effective immediately prior to the consummation of the Issuer's initial public offering of its Common Stock. |
2. Aurora Capital Partners II LP ("ACPII") is the general partner of AEPII. Aurora Overseas Capital Partners II, LP ("AOCPII") is the general partner of AOEPII. Aurora Advisors II LLC ("AAII") is the general partner of ACPII. Aurora Overseas Advisors II, LDC ("AOAII") is the general partner of AOCPII. AEPII, AOEPII, ACPII, AOCPII, AAII, and AOAII are collectively referred to as the "Aurora Entities." In their capacities as direct or indirect general partners of AEPII and/or AOEPII, ACPII, AOCPII, AAII, and AOAII may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by AEPII and AOEPII. ACPII, AOCPII, AAII, and AOAII disclaim beneficial ownership of all such shares except to the extent that they may be deemed to have a pecuniary interest therein. |
3. Mssrs. Mapes and Parsky are controlling persons of the Aurora Entities. As such, they may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mssrs. Mapes and Parsky disclaim beneficial ownership of all such shares except to the extent that they may be deemed to have a pecuniary interest therein. |
4. This security is owned solely by AEPII. Mr. Mapes, Mr. Parsky, ACPII, and AAII, each may be deemed to have a pecuniary interest in an indeterminable portion of the share owned by AEPII, and each hereby disclaims beneficial ownership of such share except to the extent he or it may be deemed to have a pecuniary interest therein. |
5. These securities are owned solely by Mr. Parsky through a 401(k) account. The number of shares of Common Stock reported reflects a 23.75 for 1 stock split of the Issuer's Common Stock that will become effective immediately prior to the consummation of the Issuer's initial public offering of its Common Stock. |
6. These securities are owned solely by Mr. Mapes through a 401(k) account. The number of shares of Common Stock reported reflects a 23.75 for 1 stock split of the Issuer's Common Stock that will become effective immediately prior to the consummation of the Issuer's initial public offering of its Common Stock. |
Remarks: |
Powers of Attorney on behalf of Mr. Mapes, Mr. Parsky, and the Aurora Entities are attached hereto as Exhibits 24.1, 24.2, and 24.3, respectively. |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Advisors II LLC | 05/04/2010 | |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Advisors II LLC, General Partner of Aurora Capital Partners II LP | 05/04/2010 | |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Advisors II LLC, General Partner of Aurora Capital Partners II LP, General Partner of Aurora Equity Partners II LP | 05/04/2010 | |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Overseas Advisors II, LDC | 05/04/2010 | |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Overseas Advisors II, LDC, General Partner of Aurora Overseas Capital Partners II, LP | 05/04/2010 | |
/s/ Timothy J. Hart as Vice President, Secretary and General Counsel of Aurora Overseas Advisors II, LDC, General Partner of Aurora Overseas Capital Partners, LP, General Partner of Aurora Overseas Equity Partners II, LP | 05/04/2010 | |
/s/ Timothy J. Hart as Attorney-in-Fact for John T. Mapes | 05/04/2010 | |
/s/ Timothy J. Hart as Attorney-in-Fact for Gerald L. Parsky | 05/04/2010 | |
** 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. |