0001104659-12-024049.txt : 20120405 0001104659-12-024049.hdr.sgml : 20120405 20120405143725 ACCESSION NUMBER: 0001104659-12-024049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120405 DATE AS OF CHANGE: 20120405 GROUP MEMBERS: BAKER CAPITAL PARTNERS II (ANGUILLA), LLC GROUP MEMBERS: BAKER CAPITAL PARTNERS II, LLC GROUP MEMBERS: BAKER COMMUNICATIONS FUND II (CAYMAN), L.P. GROUP MEMBERS: HENRY G. BAKER GROUP MEMBERS: JOHN C. BAKER GROUP MEMBERS: LAMONT FINANCE N.V. GROUP MEMBERS: ROBERT M. MANNING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InterXion Holding N.V. CENTRAL INDEX KEY: 0001500866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86679 FILM NUMBER: 12745233 BUSINESS ADDRESS: STREET 1: TUPOLEVLAAN 24 STREET 2: 1119 NX CITY: Schiphol-Rijk STATE: P7 ZIP: 00000 BUSINESS PHONE: 31 20 880 7600 MAIL ADDRESS: STREET 1: TUPOLEVLAAN 24 STREET 2: 1119 NX CITY: Schiphol-Rijk STATE: P7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Baker Communications Fund II, L.P. CENTRAL INDEX KEY: 0001542184 IRS NUMBER: 134108119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 575 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 848-2000 MAIL ADDRESS: STREET 1: 575 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 a12-9204_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

InterXion Holding N.V.

(Name of Issuer)

Ordinary Shares, nominal value of €0.10 per share

(Title of Class of Securities)

47279109

(CUSIP Number)

April 5, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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).

 


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Lamont Finance N.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Curaçao

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
20,641,613

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
20,641,613

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,641,613

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Baker Communications Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,279

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,279

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,279

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Baker Communications Fund II (Cayman), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
20,641,613

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
20,641,613

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,641,613

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN, HC

 

4


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Baker Capital Partners II (Anguilla), LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Anguilla

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
20,641,613

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
20,641,613

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,641,613

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN, HC

 

5


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Baker Capital Partners II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,279

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,279

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,279

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN, HC

 

6


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
John C. Baker

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
60,618

 

6.

Shared Voting Power
20,657,892

 

7.

Sole Dispositive Power
60,618

 

8.

Shared Dispositive Power
20,657,892

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,718,510

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN, HC

 

7


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Robert M. Manning

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,144

 

6.

Shared Voting Power
20,657,892

 

7.

Sole Dispositive Power
10,144

 

8.

Shared Dispositive Power
20,657,892

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,668,036

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN, HC

 

8


 

CUSIP No. 47279109

 

 

1.

Names of Reporting Persons
Henry G. Baker

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,751

 

6.

Shared Voting Power
20,657,892

 

7.

Sole Dispositive Power
5,751

 

8.

Shared Dispositive Power
20,657,892

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,663,643

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
31.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN, HC

 

9


 

This Amendment No. 1 amends the statement on Schedule 13G originally filed on February 14, 2012 by the persons listed in Item 2.

 

Item 1.

 

(a)

Name of Issuer:
InterXion Holding N.V.

 

(b)

Address of Issuer’s Principal Executive Offices:
Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands

 

Item 2.

 

(a)

Name of Persons Filing:
Lamont Finance N.V. (“Lamont”)

Baker Communications Fund II, L.P. (“Baker II”)

Baker Communications Fund II (Cayman), L.P. (“Baker II Cayman”)

Baker Capital Partners II (Anguilla), LLC (“Baker Capital II Anguilla”)

Baker Capital Partners II, LLC (“Baker Capital II”)

John C. Baker (“Mr. J. Baker”)

Robert M. Manning (“Mr. Manning”)

Henry G. Baker (“Mr. H. Baker”)

 

(b)

Address of Principal Business Office or, if none, Residence:
For each of Mr. J. Baker, Mr. Manning, Mr. H. Baker, Baker Capital II, and Baker II:

575 Madison Avenue

New York, NY 10022

 

For Baker Capital II Anguilla:

c/o First Anguilla Trust Company Limited

Mitchell House, PO Box 174

The Valley, Anguilla  BWI

Anguilla

 

For Baker II Cayman:

c/o Maples and Calder

Ugland House, South Church Street

Grand Cayman, Cayman Islands

 

For Lamont:

c/o Intertrust (Curaçao) B.V.

Berg Arrarat 1

Curaçao

 

(c)

Citizenship:
For each of Mr. J. Baker, Mr. Manning and Mr. H. Baker – United States

For each of Baker Capital II and Baker II – Delaware

For Baker Capital II Anguilla - Anguilla

For Baker II Cayman – Cayman Islands

For Lamont – Curaçao

 

(d)

Title of Class of Securities:
Ordinary shares, nominal value €0.10 per share

 

(e)

CUSIP Number:
47279109

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

10


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

Lamont is the record holder of 20,641,613 shares of the ordinary stock, nominal value €0.10 per share (the “Ordinary Shares”) of InterXion Holding N.V. (“InterXion”), representing 31.2% of the Ordinary Shares.

Baker II is the record holder of 16,279 Ordinary Shares, representing 0.0% of the Ordinary Shares.

Baker II Cayman, as the sole shareholder and managing director of Lamont, may be deemed to indirectly beneficially own 20,641,613 Ordinary Shares held by Lamont, representing 31.2% of the Ordinary Shares.

Baker Capital II Anguilla, as the general partner of Baker II Cayman, may be deemed to indirectly beneficially own 20,641,613 Ordinary Shares beneficially owned by Baker II Cayman, representing 31.2% of the Ordinary Shares.

Baker Capital II, as the general partner of Baker II, may be deemed to indirectly beneficially own 16,279 Ordinary Shares beneficially owned by Baker II, representing 0.0% of the Ordinary Shares.

Mr. J. Baker is the record holder of 60,618 Ordinary Shares, and as a manager of Baker Capital II Anguilla and Baker Capital II, may be deemed to indirectly beneficially own 20,641,613 Ordinary Shares beneficially owned by Baker Cayman II and 16,279 Ordinary Shares beneficially owned by Baker Capital II, representing an aggregate of 31.3% of the Ordinary Shares.

Mr. Manning is the record holder of 10,144 Ordinary Shares, and as a manager of Baker Capital II Anguilla and Baker Capital II, may be deemed to indirectly beneficially own 20,641,613 Ordinary Shares beneficially owned by Baker Cayman II and 16,279 Ordinary Shares beneficially owned by Baker Capital II, representing an aggregate of 31.2% of the Ordinary Shares.

Mr. H. Baker is the record holder of 5,751 Ordinary Shares, and as a manager of Baker Capital II Anguilla and Baker Capital II, may be deemed to indirectly beneficially own 20,641,613 Ordinary Shares beneficially owned by Baker Cayman II and 16,279 Ordinary Shares beneficially owned by Baker Capital II, representing an aggregate of 31.2% of the Ordinary Shares.

 

(b)

Percent of class:   

See Item 4(a) (based on 66,194,254 Ordinary Shares outstanding as reported by InterXion in its Proxy Statement filed on Form 6-K on December 23, 2011.)

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

See Item 4(a)

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 4(a)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 4(a)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 4(a)

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Item 4(a).

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

11


 

Item 10.

Certifications.

Not applicable.

 

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:  April 5, 2012

 

 

 

LAMONT FINANCE N.V.

 

 

 

By its managing director,

 

BAKER COMMUNICATIONS FUND II (CAYMAN), L.P.

 

 

 

 

 

 

 

By:

/s/ John C. Baker

 

Name:

John C. Baker

 

Title:

Director

 

 

 

 

 

 

BAKER COMMUNICATIONS FUND II, L.P.

 

 

 

By: Baker Capital Partners II, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ John C. Baker

 

Name:

John C. Baker

 

Title:

Manager

 

 

 

 

 

 

BAKER COMMUNICATIONS FUND II (CAYMAN), L.P.

 

 

 

By: Baker Capital Partners II (Anguilla), LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ John C. Baker

 

Name:

John C. Baker

 

Title:

Manager

 

 

 

 

 

 

BAKER CAPITAL PARTNERS II (ANGUILLA), LLC

 

 

 

 

 

 

By:

/s/ John C. Baker

 

Name:

John C. Baker

 

Title:

Manager

 

12


 

 

BAKER CAPITAL PARTNERS II, LLC

 

 

 

 

 

 

 

By:

/s/ John C. Baker

 

Name:

John C. Baker

 

Title:

Manager

 

 

 

 

 

 

John C. Baker

 

 

 

 

 

 

 

By:

/s/ John C. Baker

 

 

 

 

 

 

 

Robert M. Manning

 

 

 

 

 

 

By:

/s/ Robert M. Manning

 

 

 

 

 

 

Henry G. Baker

 

 

 

 

 

 

 

By:

/s/ Henry G. Baker

 

13