SEC Form 4 · accession 0001209191-15-048838
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 · 3:24 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 | 8,189,803 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF1,F3,F4 | May 31, 2015 | U | 222,120 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF1,F3,F5 | May 31, 2015 | U | 75,912 | — | 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 Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. As a result, each of HM3/GP Partners, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by Fund III. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated 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 HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). GP Partners III is the sole general partner of HM3 Coinvestors. As a result, each of GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
- F5Shares held of record by Hicks, Muse PG-IV (1999), C.V., a Netherlands limited partnership ("PG-IV"). HM Equity Fund IV/GP Partners (1999), C.V., a Netherlands limited partnership ("HM IV CV"), is the sole general partner of PG-IV. HM GP Partners IV Cayman, L.P., a Cayman Islands limited partnership ("Partners IV Cayman"), is the sole general partner of HM IV CV. HM Fund IV Cayman, LLC, a Cayman Islands limited liability company now called HM Legacy LLC ("HM Legacy"), is the sole general partner of Partners IV Cayman. As a result, each of HM IV CV, Partners IV Cayman and HM Legacy may be deemed to beneficially own all of the shares held of record by PG-IV. Each of HM IV CV, Partners IV Cayman and HM Legacy 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.