0000903423-16-000730.txt : 20160107 0000903423-16-000730.hdr.sgml : 20160107 20160107172849 ACCESSION NUMBER: 0000903423-16-000730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160105 FILED AS OF DATE: 20160107 DATE AS OF CHANGE: 20160107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sabre Corp CENTRAL INDEX KEY: 0001597033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208647322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3150 SABRE DRIVE CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 682 605 1000 MAIL ADDRESS: STREET 1: 3150 SABRE DRIVE CITY: SOUTHLAKE STATE: TX ZIP: 76092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors II, L.P. CENTRAL INDEX KEY: 0001325822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36422 FILM NUMBER: 161330939 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: Silver Lake Technology Investors II, L.L.C. DATE OF NAME CHANGE: 20060621 FORMER NAME: FORMER CONFORMED NAME: Silver Lake Technology Investors II, L.P. DATE OF NAME CHANGE: 20060317 FORMER NAME: FORMER CONFORMED NAME: Silver Lake Technology Investors II LLC DATE OF NAME CHANGE: 20050502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILVER LAKE PARTNERS II L P CENTRAL INDEX KEY: 0001277090 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36422 FILM NUMBER: 161330940 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL RD STREET 2: SUITE 150 CITY: MENLO STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates II, L.L.C. CENTRAL INDEX KEY: 0001351522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36422 FILM NUMBER: 161330941 BUSINESS ADDRESS: STREET 1: 2725 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2725 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36422 FILM NUMBER: 161330942 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 silver.xml OWNERSHIP DOCUMENT X0306 4 2016-01-05 0 0001597033 Sabre Corp SABR 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001351522 Silver Lake Technology Associates II, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001277090 SILVER LAKE PARTNERS II L P C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001325822 Silver Lake Technology Investors II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Common Stock 2016-01-05 4 J 0 18341794 0 D 38995147 I See Explanation of Responses Effective January 5, 2016, Sovereign Co-Invest, LLC ("Sovereign Co-Invest") distributed all of its shares of common stock ("Common Stock") of Sabre Corporation (the "Issuer") pro rata to its members pursuant to the terms of its limited liability company operating agreement. The Reporting Persons (as defined below) have not had and do not have a pecuniary interest in the shares previously held by Sovereign Co-Invest. Silver Lake Group, L.L.C. ("SLG") is the managing member of Silver Lake Technology Associates II, L.L.C. ("Associates II"), which is the general partner of (a) Silver Lake Partners II, L.P. ("Partners II"), which directly holds 30,884,858 shares of Common Stock, and (b) Silver Lake Technology Investors II, L.P. ("Investors II"), which directly holds 126,203 shares of Common Stock. As the sole general partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. Partners II is a member of Sovereign Manager Co-Invest, LLC, which is the managing member of Sovereign Co-Invest II, LLC ("Sovereign Co-Invest II"), which directly holds 7,984,086 shares of Common Stock. Sovereign Manager Co-Invest, LLC is managed by a management committee consisting of two managers, one of which is designated by Partners II. Because of the relationship among them, each of Partners II, Associates II and SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Sovereign Co-Invest II. Each of SLG, Associates II, Partners II and Investors II (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C. (7) 2016-01-07 /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C. (7) 2016-01-07 /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Partners II, L.P. (7) 2016-01-07 /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Technology Investors II, L.P. (7) 2016-01-07