rrd209521_236772.html

-----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, VFzCntzktDyuj5LZ0UyFXmNx1hs8jLAVje88aj96pm7cM4ZTSuPryNSRLW7BD85l Rf66zHmmYrOqheacHVgkvg== 0001181431-09-009414.txt : 20090217 0001181431-09-009414.hdr.sgml : 20090216 20090217184918 ACCESSION NUMBER: 0001181431-09-009414 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081121 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DELTEK, INC CENTRAL INDEX KEY: 0001029299 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541252625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7037348606 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: DELTEK SYSTEMS INC DATE OF NAME CHANGE: 19970430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Donald deLaski 2007 Grantor Retained Annuity Trust, dated October 12, 2007 CENTRAL INDEX KEY: 0001416057 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 09616567 BUSINESS ADDRESS: STREET 1: 605 DEERFIELD POND COURT CITY: GREAT FALLS STATE: VA ZIP: 22066 BUSINESS PHONE: 703.759.2446 MAIL ADDRESS: STREET 1: 605 DEERFIELD POND COURT CITY: GREAT FALLS STATE: VA ZIP: 22066 4 1 rrd233724.xml FORM 4 X0303 4 2008-11-21 0 0001029299 DELTEK, INC PROJ 0001416057 Donald deLaski 2007 Grantor Retained Annuity Trust, dated October 12, 2007 605 DEERFIELD POND COURT GREAT FALLS VA 22066 0 0 0 1 See Remarks Common Stock 2008-11-21 4 S 0 2094411 18 D 0 D Reflects distribution of shares by Donald deLaski 2007 Grantor Retained Annuity Trust to Donald deLaski, as beneficiary, in accordance with provisions of applicable Trust Agreement. See Exhibit 99. /s/ Robert E. Gregg, as Attorney-in-Fact for Donald deLaski 2007 Grantor Retained Annuity Trust under Power of Attorney 2009-02-17 EX-99. 2 rrd209521_236772.htm EXHIBIT 99 rrd209521_236772.html

                                                                      Exhibit 99

This report is being filed by the Donald deLaski 2007 Grantor Retained Annuity
Trust (the "reporting person"). The reporting person is a party to an investor
rights agreement and a shareholders' agreement, each dated as of April 22, 2005.
The investor rights agreement contains a voting agreement that provides, among
other things and subject to certain conditions, that (i) New Mountain Partners
II, L.P. is entitled to elect up to a majority of the members of the board of
directors of the issuer, depending upon the percentage of outstanding common
stock and Class A common stock of the issuer held by New Mountain Partners II,
L.P., New Mountain Affiliated Investors II, L.P., and Allegheny New Mountain
Partners, L.P. (collectively, the "New Mountain Funds") (subject to the right of
Allegheny New Mountain Partners, L.P. to designate one director in lieu of a
director designated by New Mountain Partners II, L.P.); and (ii) the deLaski
Shareholders (as described below) are entitled to designate up to two members of
the board of directors of the issuer, depending on the percentage of outstanding
common stock of the issuer held by the deLaski Shareholders. The agreement
provides that the New Mountain Funds and the deLaski Shareholders shall each
vote all of their voting shares to effectuate the election of such directors.
The deLaski Shareholders consist of Kenneth E. deLaski, Donald deLaski, Donald
deLaski 2007 Grantor Retained Annuity Trust, David deLaski, Edward Grubb and
Kathleen Grubb, JTWROS, The Dana Nancy deLaski Irrevocable Trust, The Daphne
Jean deLaski Irrevocable Trust, the Tena Renken deLaski Revocable Trust and the
Donald deLaski 2008 Grantor Retained Annuity Trust. The shareholders' agreement
provides, among other things, that if the New Mountain Funds propose to sell all
or any portion of their common stock, then certain parties to the agreement, if
requested by the New Mountain Funds, agree to sell their shares in amounts
proportionate to the sale by the New Mountain Funds and, if shareholder approval
is required to approve such transaction, to vote all of its shares in favor of
the transaction. As a result, the reporting person may be deemed to be a member
of a group pursuant to Rule 13d-5 promulgated under the Securities Exchange Act
of 1934 (the "Act"). This filing should not be deemed an admission that the
reporting person is, for purposes of Section 13(d) or Section 16 of the Act or
otherwise, a member of a group or that the reporting person is the beneficial
owner of any securities in excess of the amount in which such reporting person
has a pecuniary interest therein, and the reporting person disclaims beneficial
ownership of any such securities.

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