-----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, V91pjiyX83hLyRUtW60xBopXMqhp0P3Z5tbEbs4DgqbVQ0Dq3sqn/NFNS04rgJLe hCKJ8Kiz0yOnSoLisDQW5g== 0001005477-05-002790.txt : 20050816 0001005477-05-002790.hdr.sgml : 20050816 20050816160639 ACCESSION NUMBER: 0001005477-05-002790 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050814 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 051030869 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 4 1 edgar123.xml FORM 4 X0202 4 2005-08-14 0 0000895655 JARDEN CORP JAH 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $.01 per share 2005-08-14 4 C 0 12418019 A 14589923 I See Footnote Common Stock, par value $.01 per share 2603 D Series B Convertible Participating Preferred Stock, par valu 2005-08-14 4 C 0 260627 D 2005-01-24 Common Stock 12418019 0 I See Footnote On August 14, 2005, the Company converted all shares of Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock") outstanding into Common Stock in accordance with the terms of the Certificate of Designations relating to the Series B Preferred Stock. Jarden Corporation effected a 3-for-2 stock split of its Common Stock on July 11, 2005 for its stockholders of record on June 20, 2005. The number of shares beneficially owned by the Reporting Person has been determined on a post-stock split basis. The securities disclosed on this Form 4 are owned by Warburg Pincus Private Equity VIII, L.P.; a Delaware limited partnership (including two related limited partnerships, "WP VIII"). The sole general partner of WP VIII is Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners LLC") and a subsidiary of Warburg, Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP VIII. The securities disclosed on this Form 4 may be deemed to be beneficially owned by WP VIII. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP Partners LLC, WP LLC may be deemed to be the beneficial owners of Common Stock held by WP VIII although WP Partners LLC, WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. Mr. Charles R. Kaye, a director of the Company, is a Managing General Partner of WP and a Managing Member of WP LLC. All shares indicated as owned by Mr. Kaye are included because of his affiliation with the Warburg Pincus entities. Mr. Kaye may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934) in an indeterminate portion of the shares owned by WP VIII. Mr. Kaye disclaims beneficial ownership of all shares owned by the Warburg Pincus entities. The Series B Preferred Stock has no expiration. The number of shares of Common Stock into which a share of the Series B Preferred Stock was converted was determined by dividing a certain value per share (the "Base Liquididation Value") in effect at the time of conversion, by the conversion price in effect at the time of conversion. The Base Liquidation Value was initally $1,000 upon the issuances of the shares of Series B Preferred Stock and was subject to certain adjustments as set forth in the Certificate of Designations relating to the Series B Preferred Stock. The conversion price was initially $32.00 and at the time of the conversion was $21.33 as a result of Jarden's 3-for-2 stock split. /s/ Charles R. Kaye 2005-08-16 -----END PRIVACY-ENHANCED MESSAGE-----