-----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, TEwzmPfg1lywEVTihMk1JX8xW7RMTTg4OQXc9NaSulRTsaz+IR3VrWqBQDDAZB8a PTJNjr3f9r7alKIra3YmeA== 0001181431-09-034055.txt : 20090706 0001181431-09-034055.hdr.sgml : 20090703 20090705160902 ACCESSION NUMBER: 0001181431-09-034055 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090623 FILED AS OF DATE: 20090702 DATE AS OF CHANGE: 20090705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE DEPOT INC CENTRAL INDEX KEY: 0000800240 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 592663954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 BUSINESS PHONE: 561-438-4800 MAIL ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-22 CENTRAL INDEX KEY: 0001467303 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929176 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-23 CENTRAL INDEX KEY: 0001467304 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929175 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-27 CENTRAL INDEX KEY: 0001467308 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929161 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-28 CENTRAL INDEX KEY: 0001467309 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929158 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-29 CENTRAL INDEX KEY: 0001467310 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929157 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-30 CENTRAL INDEX KEY: 0001467312 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929156 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-31 CENTRAL INDEX KEY: 0001467313 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929143 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-24 CENTRAL INDEX KEY: 0001467305 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929174 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-25 CENTRAL INDEX KEY: 0001467306 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929173 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-26 CENTRAL INDEX KEY: 0001467307 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929165 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY 3 1 rrd247323.xml FORM 3 X0203 3 2009-06-23 0 0000800240 OFFICE DEPOT INC ODP 0001467303 BC European Capital VIII-22 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467304 BC European Capital VIII-23 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467305 BC European Capital VIII-24 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467306 BC European Capital VIII-25 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467307 BC European Capital VIII-26 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467308 BC European Capital VIII-27 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467309 BC European Capital VIII-28 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467310 BC European Capital VIII-29 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467312 BC European Capital VIII-30 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467313 BC European Capital VIII-31 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% Series B Preferred Stock 5.00 Common Stock 1200 D Series B Preferred Stock 5.00 Common Stock 15080800 I See footnote Series A Preferred Stock 5.00 2009-06-23 Common Stock 4600 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See footnote Series B Preferred Stock 5.00 Common Stock 1200 D Series B Preferred Stock 5.00 Common Stock 15080800 I See footnote Series A Preferred Stock 5.00 2009-06-23 Common Stock 1800 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See footnote Series B Preferred Stock 5.00 Common Stock 600 D Series B Preferred Stock 5.00 Common Stock 15080800 I See footnote BC European Capital VIII-29 is the record owner of 6 shares of Series B Preferred Stock, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-29's shares of Series B Preferred Stock would be convertible into 1,200 shares of Common Stock, based on the conversion rate as of the Purchase Date. The Series B Preferred Stock is not presently convertible into Common Stock but will immediately become convertible, at the holder's option, upon the approval of the holders of the Common Stock. If such Series B Preferred Stock were convertible as of the Purchase Date, the Series B Preferred Stock, which were acquired for $1,000 per share, would have had an initial conversion rate of 200 per share, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. Not applicable. The values set forth in this field are based upon the conversion rate as of the Purchase Date. The dividends on the shares of the 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock") and the 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock") accrete daily and are payable quarterly in cash or by adding the dividends in arrears to the liquidation preference. In the event that shares of the Preferred Stock are converted into the Common Stock, the conversion rate will be adjusted to reflect that amount of dividends that have accreted since the last quarterly payment. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-29. The Series B Preferred Stock in not presently convertible into Common Stock but will become convertible, at the holder's option, upon the approval of the holders of the Common Stock. In the event that the Series B Preferred Stock becomes convertible, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock owned by each of the other Reporting Persons. As of the Purchase Date, the Investors held 75,404 shares of the Series B Preferred Stock, which would have been convertible into 15,080,800 shares of the Issuer's Common Stock based upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons. BC European Capital VIII-30, a United Kingdom limited partnership, is the record owner of 23 shares of Series A Preferred Stock, which are convertible into 4,600 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date. Each share of the Series A Preferred Stock was acquired for $1,000 per share and is initially convertible into 200 shares of Common Stock, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-30. Each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock owned by each of the other Reporting Persons. As such, based upon the conversion rate as of the Purchase Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 54,919,200 shares of the Issuer's Common Stock issuable upon the conversion of 274,596 shares of the Series A Preferred Stock held by the Investors. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons. BC European Capital VIII-30 is the record owner of 6 shares of Series B Preferred Stock, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-30's shares of Series B Preferred Stock would be convertible into 1,200 shares of Common Stock, based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-30. BC European Capital VIII-31, a United Kingdom limited partnership, is the record owner of 9 shares of Series A Preferred Stock, which are convertible into 1,800 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-31. BC European Capital VIII-31 is the record owner of 3 shares of Series B Preferred Stock, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock (including the Series A Preferred Stock). If such shares were convertible into Common Shares, BC European Capital VIII-31's shares of Series B Preferred Stock would be convertible into 600 shares of Common Stock, based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-31. * Name and Address of Reporting Person: This Form 3 report is being filed in conjunction with three other Form 3 reports (each Form 3 report consists of three separate Form 3s, for a total of 12 filings). Each of the Form 3 reports are filed jointly by (i) BC European Capital VIII-1 to 12 (inclusive), each a United Kingdom limited partnership ("Funds 1-12"); (ii) BC European Capital VIII-14 to 34 (inclusive), each a United Kingdom limited partnership ("Funds 14-34" and together with Funds 1-12, the "CIE Investors"); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive), each a Soci?t? Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (iv) LMBO Europe SAS, a Soci?t? par actions simplifi?e organized under the laws of France ("LMBO"); and (v) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Reporti ng Persons"). The Reporting Persons may be deemed to be a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such, may be deemed to beneficially own more than 10% of the Common Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer"). See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons. The Reporting Persons set forth on this Form 3 are BC European Capital VIII-11 to 12 (inclusive) and BC European Capital VIII-14 to 21 (inclusive). As used in this Form 3, the "Purchase Date" shall mean the purchase date of the shares, June 23, 2007. Exhibit Index 99.1 List of Reporting Persons 99.2 Signature Pages Form 3 of 3 of the third Form 3 report mentioned in the remark above. /s/ See signatures attached as Exhibit 99.2 2009-07-02 EX-99.2 2 rrd221644_250651.htm SIGNATURE PAGES rrd221644_250651.html 
                                                                    Exhibit 99.2

This statement on Form 3 is filed by BC European Capital VIII-22 to 31
(inclusive). This Form 3 report is being filed in conjunction with three other
Form 3 reports. Each of the Form 3 reports are filed jointly by (i) BC European
Capital VIII-1 to 12 (inclusive); (ii) BC European Capital VIII-14 to 34
(inclusive); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive); (iv)
LMBO Europe SAS; and (v) CIE Management II Limited. Each of the forgoing persons
(the "Reporting Persons") may be deemed to be part of a "group" (within the
meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such, may be
deemed to beneficially own more than 10% of the Common Stock, par value $.01 per
share of Office Depot, Inc. See Exhibit 99.1 filed herewith and incorporated
herein by reference for information with respect to each of the Reporting
Persons.

Designated Filer:  BC European Capital VIII-22
Date of Event Requiring Statement:  June 23, 2009
Issuer Name and Ticker or Trading Symbol:  Office Depot, Inc. (ODP)

Dated as of July 2, 2009

                  For and on behalf of the
                  Limited Partnerships BC
                  European Capital VIII - 22 to 31:

                  /S/ MATTHEW ELSTON
                  --------------------------------------------------------
                  Name:  Matthew Elston
                  Director, CIE Management II Limited acting as General
                  Partner of the Limited Partnerships BC European
                   Capital VIII - 22 to 31

                  /S/ MARK RODLIFFE
                  --------------------------------------------------------
                  Name:  Mark Rodliffe
                  Director, CIE Management II Limited acting as General
                  Partner of the Limited Partnerships BC European
                   Capital VIII - 22 to 31
EX-99.1 3 rrd221644_250691.htm LIST OF REPORTING PERSONS rrd221644_250691.html 
                                                                                                            Exhibit 99.1

                                                    Reporting Persons

     The persons listed below (collectively, the "Reporting Persons") are filing a joint Form 3 report but there are too
many of them to file electronically on the same Form 3. Therefore, the Reporting Persons are executing and filing four
Form 3 reports (each Form 3 consists of three separate Form 3s, for a total of 12 filings) in connection with each
Reporting Person's direct and indirect beneficial ownership of shares of (i) 10% Series A Redeemable Convertible
Participating Perpetual Preferred Shares (the "Series A Preferred Stock"), that is presently convertible into Common
Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer") and (ii) 10% Series B
Redeemable Conditional Convertible Participating Perpetual Preferred Shares (the "Series B Preferred Stock"), that is
not presently convertible into Common Stock but will become immediately convertible into Common Stock, at the holder's
option, upon the approval of the holders of the Common Stock. Set forth below are each of the Reporting Persons that
will jointly file the Form 3 reports, their respective direct and indirect ownership interests in the Series A Preferred
Stock, the Series B Preferred Stock and the Common Stock into which each of the Series A Preferred Stock is, and the
Series B Preferred Stock would be (upon the approval of the holders of the Common Stock), convertible into, and certain
other information requested in Items 1-6 of the Form 3 report. Please note that the information requested in Items 2,
3, 4, 5 and 6 of the Form 3 report is the same for each of the Reporting Persons and therefore is not set forth below.

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)           (Item 1)           (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-1       Capital VIII-1    Le Marchant       20,046            4,009,200         5,506             1,101,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-2       Capital VIII-1    Le Marchant       20,186            4,037,200         5,543             1,108,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-3       Capital VIII-1    Le Marchant       20,723            4,144,600         5,690             1,138,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-4       Capital VIII-1    Le Marchant       26,615            5,323,000         7,309             1,461,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-5       Capital VIII-1    Le Marchant       26,615            5,323,000         7,309             1,461,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-6       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-7       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-8       Capital VIII-1    Le Marchant       26,172            5,234,400         7,187             1,437,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-9       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-10      Capital VIII-1    Le Marchant       26,055            5,211,000         7,155             1,431,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-11      Capital VIII-11   Le Marchant       15,040            3,008,000         4,130             826,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-12      Capital VIII-11   Le Marchant       4,202             840,400           1,154             230,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-14      Capital VIII-11   Le Marchant       4,674             934,800           1,283             256,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-15      Capital VIII-11   Le Marchant       374               74,800            103               20,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-16      Capital VIII-11   Le Marchant       2,335             467,000           641               128,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-17      Capital VIII-11   Le Marchant       140               28,000            38                7,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-18      Capital VIII-11   Le Marchant       9                 1,800             3                 600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-19      Capital VIII-11   Le Marchant       145               29,000            40                8,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-20      Capital VIII-11   Le Marchant       135               27,000            37                7,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-21      Capital VIII-11   Le Marchant       61                12,200            17                3,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-22      Capital VIII-22   Le Marchant       70                14,000            19                3,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-23      Capital VIII-22   Le Marchant       47                9,400             13                2,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-24      Capital VIII-22   Le Marchant       700               140,000           192               38,400



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