-----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, L9tbGomcNK41px8tNAXjm29HrSD1KrB6dWc/GYcDgFtoSpeBELE41A/Wwx2TAtkW +t4TltWuGGf5G/FwkljbVQ== 0001182489-06-000278.txt : 20060314 0001182489-06-000278.hdr.sgml : 20060314 20060314202257 ACCESSION NUMBER: 0001182489-06-000278 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060310 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITALSOURCE INC CENTRAL INDEX KEY: 0001241199 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 352206895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 MAIL ADDRESS: STREET 1: 4445 WILLARD AVE STREET 2: 12TH FL CITY: CHEVY CHASE STATE: MD ZIP: 20815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDRY MONICA R CENTRAL INDEX KEY: 0001245636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686472 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIED RICHARD B CENTRAL INDEX KEY: 0001245637 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686473 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELLWEIN CHARLES E CENTRAL INDEX KEY: 0001275295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686475 BUSINESS ADDRESS: STREET 1: FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUHAMEL WILLIAM F CENTRAL INDEX KEY: 0001245638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686476 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DING CHUN R CENTRAL INDEX KEY: 0001250077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686477 BUSINESS ADDRESS: STREET 1: FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MELLIN WILLIAM F CENTRAL INDEX KEY: 0001245634 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686480 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARTIME PLAZA STE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farallon Capital Offshore Investors II, L.P. CENTRAL INDEX KEY: 0001340990 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686478 BUSINESS ADDRESS: STREET 1: HARBOUR CENTRE STREET 2: P.O. BOX 896 CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FREMDER ANDREW B CENTRAL INDEX KEY: 0001257511 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686474 BUSINESS ADDRESS: BUSINESS PHONE: 415 421 2132 MAIL ADDRESS: STREET 1: C/O FARALLON CAPITAL MANAGEMENT STREET 2: ONE MARITIME PLAZA SUITE 1325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31753 FILM NUMBER: 06686479 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STE 11325 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154212132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 4 1 edgar.xml FORM 4 - X0202 4 2006-03-10 0 0001241199 CAPITALSOURCE INC CSE 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001340990 Farallon Capital Offshore Investors II, L.P. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250077 DING CHUN R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245638 DUHAMEL WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001275295 ELLWEIN CHARLES E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001257511 FREMDER ANDREW B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 1 0 1 1 Member of Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245636 LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245634 MELLIN WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 2006-03-10 4 P 0 138500 23.50 A 8618174 D Common Stock, par value $0.01 per share 892962 D Common Stock, par value $0.01 per share 2006-03-10 4 P 0 52900 23.50 A 382394 D Common Stock, par value $0.01 per share 9208 D Common Stock, par value $0.01 per share 15309 D Common Stock, par value $0.01 per share 9208 D Common Stock, par value $0.01 per share 2006-03-10 4 P 0 231700 23.50 A 320230 D Common Stock, par value $0.01 per share 10247485 I See Footnotes Common Stock, par value $0.01 per share 16353614 D Common Stock, par value $0.01 per share 16353614 I See Footnotes Common Stock, par value $0.01 per share 2006-03-10 4 P 0 576900 23.50 A 17485551 I See Footnotes Common Stock, par value $0.01 per share 27733036 I See Footnotes The aggregate amount of Shares of common stock of the Issuer (the "Shares") reported on this Form 4 is 27,733,036, of which 26,601,099 Shares are owned directly in aggregate by the Farallon Funds (as defined in footnote (12) of this Form 4) and 1,131,937 Shares are owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). Farallon Partners, L.L.C. ("FPLLC") is the general partner of 7 of the 8 Farallon Funds. FCMLLC is the manager of the general partner of the eighth Farallon Fund. The footnotes of this Form 4 set forth the ownerships of these securities, as well as the other entities and individuals that may be deemed to beneficially own such securities, and explain the relationships between such entities and individuals. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (5) and (7) of this Form 4, FPLLC, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (17) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4"). Although certain of the entities and individuals identified in footnote (2) of this Form 4 above are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4. The securities reported on this Form 4 include an aggregate of 2,636,390 Shares received by the reporting persons on or about January 25, 2006 as part of the special dividend declared by the Issuer and paid to all of its holders of record of Shares on November 23, 2005. The receipt of Shares pursuant to such dividend was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 thereunder. The amount of securities shown in this row was purchased and is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by RR Capital Partners, L.P. ("RR"). The amount of securities shown in this row was purchased and is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in this row was purchased and is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II"). The amount of securities shown in this row is owned directly by the following entities: 8,618,174 Shares by FCP, 892,962 Shares by RR, 382,394 Shares by FCIP, 9,208 Shares by FCIP II, 15,309 Shares by FCIP III, 9,208 Shares by Tinicum and 320,230 Shares by FCOI II (together with FCSLP (as defined below), the "Farallon Funds") as set forth in footnotes (5) through (11) of this Form 4. As the general partner of each of the Farallon Funds other than FCSLP (as defined below), FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by each of the Farallon Funds other than FCSLP. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing FPLLC's proportionate interest in each of the Farallon Funds other than FCSLP. The amount of securities shown in this row is owned directly by Farallon CS Institutional Finance II, L.P. ("FCSLP"). The amount of securities shown in this row is owned directly by FCSLP. As the general partner to FCSLP, Farallon CS Institutional Finance, L.L.C. ("FCSLLC") may be deemed to be the beneficial owner of the Issuer's securities held by FCSLP. FCSLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing FCSLLC's proportionate interest in FCSLP. The 576,900 Shares shown in column 4 were purchased and are owned directly by the Managed Account. Of the total amount of securities shown in column 5, 16,353,614 Shares are owned directly by FCSLP and 1,131,937 Shares are owned directly by the Managed Account. As the manager to FCSLLC (the general partner to FCSLP) and the Managed Account, FCMLLC may be deemed to be the beneficial owner of the Issuer's securities beneficially owned by each of FCSLLC and the Managed Account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise. The amount of securities shown in this row is owned directly by the Farallon Funds and the Managed Account. Each of Chun R. Ding, William F. Duhamel, Charles E. Ellwein, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member of FPLLC and FCMLLC, and Thomas F. Steyer ("Steyer"), Senior Managing Member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds and the Managed Account as referenced in Footnote (1) of this Form 4. Pursuant to Limited Powers of Attorney, dated as of February 1, 2003, Andrew B. Fremder ("Fremder") was granted limited powers of attorney to act for each of FCMLLC and FPLLC with regard to the Issuer's securities directly held by the Partnerships. Such powers of attorney may only be exercised by Fremder jointly with any of the Managing Members or Steyer. As a result of such restriction, Fremder does not by himself have the power to vote, or direct the voting of, the Issuer's securities directly held by the Farallon Funds. Rather, Fremder Shares such power with the Managing Members and Steyer. Pursuant to such powers of attorney, Fremder may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds and the Managed Account as referenced in Footnote (1) of this Form 4. The Managing Members, Steyer and Fremder disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (11) and (16). 2006-03-14 /s/ Monica R. Landry, on her own behalf, and as attorney-in-fact and/or authorized signer for each of Chun R. Ding, William F. Duhamel, Charles E. Ellwein, Andrew B. Fremder, Richard B. Fried and William F. Mellin. 2006-03-14 . 2006-03-14 . 2006-03-14 . 2006-03-14 . 2006-03-14 . 2006-03-14 . 2006-03-14 . 2006-03-14 -----END PRIVACY-ENHANCED MESSAGE-----