-----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, FeSYa7p/TLqCETqzK4aPjablwMod14wEpZlBHDzZxno7VVI4cTvvWcBxG+qv7UyY 8nhEC+2Mr0pBMYSjeCWXYQ== 0001181431-06-004746.txt : 20060120 0001181431-06-004746.hdr.sgml : 20060120 20060120185954 ACCESSION NUMBER: 0001181431-06-004746 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050728 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jarvis David R CENTRAL INDEX KEY: 0001318128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 06541850 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MacLean Malcolm F IV CENTRAL INDEX KEY: 0001318129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 06541849 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SONESTA INTERNATIONAL HOTELS CORP CENTRAL INDEX KEY: 0000091741 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 135648107 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 116 HUNTINGTON AVENUE, FLOOR 9 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174215400 MAIL ADDRESS: STREET 1: 116 HUNTINGTON AVENUE, FLOOR 9 CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL CORP OF AMERICA DATE OF NAME CHANGE: 19700622 FORMER COMPANY: FORMER CONFORMED NAME: CHILDS CO DATE OF NAME CHANGE: 19681121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001334712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 06541848 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2982 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Fund LP CENTRAL INDEX KEY: 0001303345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 06541847 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2980 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Mayfair LLC CENTRAL INDEX KEY: 0001329733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 06541846 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 769 2990 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd103955.xml FORM 4 X0202 4 2005-07-28 0 0000091741 SONESTA INTERNATIONAL HOTELS CORP SNSTA 0001318128 Jarvis David R C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001318129 MacLean Malcolm F IV C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001334712 Mercury Real Estate Securities Offshore Fund, Ltd. C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001303345 Mercury Real Estate Securities Fund LP C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329733 Mercury Mayfair LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 Equity Swap (obligation to buy) 27.02 2005-07-28 4 J 1 1 A 2005-07-28 2007-05-24 Common Stock 2400 1 D Equity Swap (obligation to buy) 27.02 2005-07-28 4 J 1 1 A 2005-07-28 2007-05-24 Common Stock 2400 1 I See Footnote Equity Swap (obligation to buy) 27.02 2005-07-28 4 J 1 1 A 2005-07-28 2007-05-24 Common Stock 2400 1 I See Footnote Equity Swap (obligation to buy) 29.513 2005-07-29 4 J 1 1 A 2005-07-29 2007-05-24 Common Stock 11398 1 D Equity Swap (obligation to buy) 29.513 2005-07-29 4 J 1 1 A 2005-07-29 2007-05-24 Common Stock 3602 1 D Equity Swap (obligation to buy) 29.513 2005-07-29 4 J 1 1 A 2005-07-29 2007-05-24 Common Stock 3602 1 I See Footnote Equity Swap (obligation to buy) 29.513 2005-07-29 4 J 1 2 A 2005-07-29 2007-05-24 Common Stock 15000 2 I See Footnote Equity Swap (obligation to buy) 29.513 2005-07-29 4 J 1 2 A 2005-07-29 2007-05-24 Common Stock 15000 2 I See Footnote On July 28, 2005, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settled equity swap agreement with a securities broker ("Broker") on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRESOF paid Broker $64,848, representing $27.02 for each share of SNSTA common stock subject to this agreement as of July 28, 2005, and (ii) Broker paid to MRESOF the market value of 2,400 shares of SNSTA common stock as of May 24, 2007. (Continued to Footnote 2) Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRES and MRES will pay to Broker a finance charge. This swap arrangement was entered into by Advisors on behalf of MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). This swap arrangement was entered into by Advisors on behalf of MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). On July 29, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of MRESOF. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRESOF paid Broker $336,389.17, representing $29.513 for each share of SNSTA common stock subject to this agreement as of July 29, 2005, and (ii) Broker paid to MRESOF the market value of 11,398 shares of SNSTA common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRESOF and MRESOF will pay to Broker a finance charge. On July 29, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, MRES or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRES paid Broker $106,305.83, representing $29.513 for each share of SNSTA common stock subject to this agreement as of July 29, 2005, and (ii) Broker paid to MRES the market value of 3,602 shares of SNSTA common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRES and MRES will pay to Broker a finance charge. This swap arrangement is held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held directly by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES. These swap arrangements were entered into by Advisors on behalf of MRESOF and MRES. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRESOF and MRES, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF or MRES, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). These swap arrangements were entered into by Advisors on behalf of MRESOF and MRES. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRESOF and MRES, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF or MRES, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). /s/ David R. Jarvis 2006-01-20 /s/ Malcolm F. MacLean IV 2006-01-20 -----END PRIVACY-ENHANCED MESSAGE-----