SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)
909 Montgomery Street
Suite 400

(Street)
San Francisco CA 94133

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEGASUS SOLUTIONS INC [ PEGS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2003 J(1) 721,700 D $0 0 I Indirect(1)
Common Stock 10/01/2003 J(2) 228,100 D $0 0 I Indirect(2)
Common Stock 75,900 D(3)(12) (12)
Common Stock 90,957 D(4)(12) (12)
Common Stock 457,300 D(5)(12) (12)
Common Stock 307,700 D(6)(12) (12)
Common Stock 94,743 D(7)(12) (12)
Common Stock 162,500 D(8)(12) (12)
Common Stock 431,700 D(9) (9)
Common Stock 536,047 D(10) (10)
Common Stock 11,053 D(11) (11)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)
909 Montgomery Street
Suite 400

(Street)
San Francisco CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RICHARD C BLUM & ASSOCIATES INC

(Last) (First) (Middle)
909 Montgomery Street
Suite 400

(Street)
San Francisco CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLUM STRATEGIC GP LLC

(Last) (First) (Middle)
909 Montgomery Street
Suite 400

(Street)
San Francisco CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLUM STRATEGIC GP II LLC

(Last) (First) (Middle)
909 Montgomery Street
Suite 400

(Street)
San Francisco CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLUM RICHARD C

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As of October 1, 2003, Blum Capital Partners L.P. ("Blum LP"), a registered investment advisor, ceased to have voting and investment discretion with respect to the shares of Common Stock owned by the Carpenters Pension Trust for Southern California ("Carpenters"). Accordingly, Blum LP no longer reports indirect beneficial ownership of the shares owned by the Carpenters. No Reporting Person had or has a reportable pecuniary interest in any of the shares owned by Carpenters. Carpenters disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16.
2. As of October 1, 2003, Blum LP, a registered investment advisor, ceased to have voting and investment discretion with respect to the shares of Common Stock owned by the United Brotherhood of Carpenters Pension Plan ("UBC"). Accordingly, Blum LP no longer reports indirect beneficial ownership of the shares owned by UBC. No Reporting Person had or has a reportable pecuniary interest in any of the shares owned by UBC. UBC disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16.
3. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.
4. These shares are owned directly by Stinson Capital Partners, L.P.
5. These shares are owned directly by Stinson Capital Partners II, L.P.
6. These shares are owned directly by Stinson Capital Partners III, L.P.
7. These shares are owned directly by Stinson Capital Partners (QP), L.P.
8. These shares are owned directly by BK Capital Partners IV, L.P.
9. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic, and (ii) Richard C. Blum, a managing member of Blum GP. Both Blum GP and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
10. These shares are owned directly by Blum Strategic Partners II, L.P. ("Strategic II"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II, and (ii) Richard C. Blum, a managing member of Blum GP II. Both Blum GP II and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
11. These shares are owned directly by Blum Strategic Partners II GmbH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by (i) Blum GP II, the Managing Limited Partner of Strategic II KG, and (ii) Richard C. Blum, a managing member of Blum GP II. Both Blum GP II and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
12. These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (3), and the general partner of the limited partnerships described in Notes (4), (5), (6), (7) and (8); (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP; and (iii) Richard C. Blum, a significant stockholder and chairman of RCBA Inc. Blum LP, RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
Remarks:
See Attached Signature Page 10/02/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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