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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEGASUS SOLUTIONS INC [ PEGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/13/2004 | P | 19,000 | A | $10.99 | 214,757 | D(1)(11) | |||
Common Stock | 470,600 | D(2)(11) | ||||||||
Common Stock | 05/13/2004 | P | 32,400 | A | $10.99 | 299,043 | D(3)(11) | |||
Common Stock | 101,000 | D(4)(11) | ||||||||
Common Stock | 168,800 | D(5)(11) | ||||||||
Common Stock | 05/13/2004 | P | 24,000 | A | $10.99 | 154,400 | D(6)(11) | |||
Common Stock | 05/13/2004 | P | 10,200 | A | $10.99 | 67,100 | D(7)(11) | |||
Common Stock | 431,700 | D(8) | ||||||||
Common Stock | 1,073,956 | D(9) | ||||||||
Common Stock | 22,144 | D(10) | ||||||||
Common Stock | 495 | D(12) | ||||||||
Common Stock | 05/13/2004 | P | 3,700 | A | $10.99 | 23,600 | I(13) | (13) | ||
Common Stock | 05/13/2004 | P | 3,700 | A | $10.99 | 23,600 | I(14) | (14) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares are owned directly by Stinson Capital Partners, L.P. |
2. These shares are owned directly by Stinson Capital Partners II, L.P. |
3. These shares are owned directly by Stinson Capital Partners (QP), L.P. |
4. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd. |
5. These shares are owned directly by BK Capital Partners IV, L.P. |
6. These shares are owned directly by the Stinson Capital Partners D, L.P. |
7. These shares are owned directly by the Stinson Capital Partners M, L.P. |
8. 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. |
9. 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. |
10. 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. |
11. These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), an investment manager with voting and investment discretion for the investment advisory account described in Note (4), and the general partner of the limited partnerships described in Notes (1), (2), (3), (5), (6) and (7); (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. |
12. These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc. and Richard C. Blum, as described in Note (11). RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. |
13. These shares are owned directly by The Nuclear Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion Connecticut"). Dominion Connecticut disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Dominion Connecticut, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Dominion Connecticut. |
14. These shares are owned directly by the Virginia Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia Electric"). Virginia Electric disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Virginia Electric, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Virginia Electric. |
Remarks: |
See Attached Signature Page | 05/14/2004 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |