SEC Form 4 · accession 0001209191-15-048820
VIASYSTEMS GROUP INC · VIAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 31, 2015
Accepted (ET)
Jun 2, 2015 · 3:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | May 31, 2015 | U | 1,425,833 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF1,F3,F4 | May 31, 2015 | U | 10,100 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF1,F3,F5 | May 31, 2015 | U | 35,064 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF1,F3,F6 | May 31, 2015 | U | 23,303 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, TTM Technologies, Inc. ("TTM") and Vector Acquisition Corp. in exchange for (a) $11.33 in cash without interest and (b) 0.706 shares of the common stock of TTM, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
- F2Shares held of record by HMTF Equity Fund IV (1999), L.P., a Texas limited partnership ("Equity Fund IV"). HM4/GP (1999) Partners, L.P., a Texas limited partnership ("HM4"), is the sole general partner of Equity Fund IV. Hicks, Muse GP (1999) Partners IV, L.P., a Texas limited partnership ("GP Partners IV"), is the sole general partner of HM4. Hicks, Muse (1999) Fund IV, LLC, a Texas limited liability company ("Fund IV LLC"), is the sole general partner of GP Partners IV. As a result, each of HM4, GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the shares held of record by Equity Fund IV. Each of HM4, GP Partners IV and Fund IV LLC disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
- F3The committee that exercises voting and dispositive power over the shares currently consists of two members, John R. Muse and Andrew S. Rosen, each of whom may be deemed to share dispositive and/or voting power over the shares. Each of Messrs. Muse and Rosen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4Shares held of record by HMTF Private Equity Fund IV (1999), L.P., a Texas limited partnership ("Private Equity Fund IV"). HM4 is the sole general partner of Private Equity Fund IV. As a result, each of HM4, GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the shares held of record by Private Equity Fund IV. Each of HM4, GP Partners IV and Fund IV LLC disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
- F5Shares held of record by HM 4-P (1999) Coinvestors, L.P., a Texas limited partnership ("HM 4-P"). GP Partners IV is the sole general partner of HM 4-P. As a result, each of GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the shares held of record by HM 4-P. Each of GP Partners IV and Fund IV LLC disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
- F6Shares held of record by HM 4-EQ (1999) Coinvestors, L.P., a Texas limited partnership ("EQ Coinvestors"). GP Partners IV is the sole general partner of EQ Coinvestors. As a result, each of GP Partners IV and Fund IV LLC may be deemed to beneficially own all of the shares held of record by EQ Coinvestors. Each of GP Partners IV and Fund IV LLC disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
Remarks
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other reporting persons.