13F-NT 1 dp36305_13fnt.txt FORM 13F-NT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: March 31, 2013 -------------- Check here if Amendment [ ]; Amendment Number: ______ This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Metalmark Management II LLC --------------------------- Address: 1177 Avenue of the Americas, 40th Floor --------------------------------------- New York, NY 10036 ------------------ Form 13F File Number: 028-15374 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Kenneth F. Clifford Title: Chief Financial Officer of Metalmark Capital Holdings LLC, the managing member of Metalmark Management II LLC Phone: (212) 823-1915 Signature, Place, and Date of Signing: /s/ Kenneth F. Clifford New York, New York May 15, 2013 -------------------------- ----------------------- ---------------------- [Signature] [City, State] [Date] Report Type (Check only one.): [ ] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [X] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) List of Other Managers Reporting for this Manager: GCP Capital Partners LLC