-----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, RBaFIooL1tYrFT1OdJX32sOvxkctHwhm904YMSdnV1lTGKx67Bp8of4ZWVc9KVNx BsloSRH3wwZnzHGtyrsJdA== 0000902664-03-001151.txt : 20030826 0000902664-03-001151.hdr.sgml : 20030826 20030818195422 ACCESSION NUMBER: 0000902664-03-001151 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030813 FILED AS OF DATE: 20030815 DATE AS OF CHANGE: 20030826 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OM GROUP INC CENTRAL INDEX KEY: 0000899723 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 521736882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 PUBLIC SQ STREET 2: STE 3500 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167810083 MAIL ADDRESS: STREET 1: 50 PUBLIC SQ STREET 2: STE 3500 CITY: CLEVELAND STATE: OH ZIP: 44113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12515 FILM NUMBER: 03854171 BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 4 1 srz-ardsley_ex.xml X0201 4 2003-08-13 0 0000899723 OM GROUP INC OMG 0000900529 ARDSLEY ADVISORY PARTNERS 262 HARBOR DRIVE, 4TH FLOOR STAMFORD CT 06902 0 0 1 0 Common Stock 2003-08-13 4 S 0 500000 12.90 D 3624200 I See Footnotes Call Options 12.50 2003-08-13 2003-08-13 4 P 0 5000 1.54 A 1998-08-08 2003-10-18 Common Stock 500000 0 I See Footnotes The shares of Common Stock are now held by Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), as to 1,025,000 shares; Ardsley Partners Fund II, L.P., a Delaware limited partnership ("Ardsley Fund II"), as to 900,000 shares; Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership, ("Ardsley Institutional"), as to 450,000 shares; Advantage Advisers Augusta Fund, L.L.C., a Delaware limited liability company ("Augusta"), as to 400,000 shares; Philip J. Hempleman, managing partner of Ardsley Advisory Partners and general partner of Ardsley Partners I as to 540,000 shares; the Carter Hempleman Trust ("Carter Trust"), as to 92,000 shares; the Spencer Hempleman Trust ("Spencer Trust"), as to 92,200 shares; the Hempleman Family Trust ("Family Trust"), as to 100,000 shares; and Marion Lynton ("Lynton") as to 25,000 shares. Ardsley Advisory Partners serves as investment manager to, and has investment discretion over the securities held by Ardsley Offshore and the Lynton account. Ardsley Advisory Partners also serves as a non-managing member of Augusta Management L.L.C., the investment adviser of Augusta and has investment discretion over the securities held by Augusta. Ardsley Partners I serves as the general partner of, and has investment discretion over the securities held by Ardsley Fund II and Ardsley Institutional. Ardsley Partners I also serves as the general partner of Ardsley Advisory Partners and Philip Hempleman serves as the Managing Partner of each of Ardsley Partners I and Ardsley Advisory Partners. Philip Hempleman also serves as trustee to and has discretion over the securities held by the Carter Trust, the Spencer Trust and the Family Trust. Each Call Option could have been exercised at any time on or before October 18, 2003. This transaction consisted of repurchasing call options previously sold. Ardsley Advisory Partners and Ardsley Partners I each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to such securities representing in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2). /s/ Philip J. Hempleman, Managing Partner 2003-08-18 -----END PRIVACY-ENHANCED MESSAGE-----