SEC Form 5 · accession 0001209191-15-009260
J.G. Wentworth Co · JGWE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Paul S Levy
Director · 10% Owner
JLL Associates G.P. V, L.L.C.
10% Owner
JLL Associates V, L.P.
Director · 10% Owner
JLL Fund V AIF II, L.P.
10% Owner
JLL Fund V AIF I, L.P.
10% Owner
JLL JGW Distribution, LLC
10% Owner
JGW Holdco, LLC
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 4, 2015 · 11:36 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580185
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.00001 per shareF2,F3,F4 | Oct 7, 2014 | J | 668,467 | — | A | 769,359 | I | See footnote |
| Class A Common Stock, par value $0.00001 per shareF2,F3,F4 | Oct 7, 2014 | J | 138,121 | — | D | 769,359 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common InterestsF2,F3,F4,F6,F5 | — | Oct 7, 2014 | J | 715,916 | D | — | — | Class A Common Stock, par value $0.00001 per share | 715,916 | 8,629,259 | I |
Explanation of responses
- F1On October 7, 2014, an alternative exchange was consummated in accordance with Sections 9.10(b) and 9.10(c) of the Amended and Restated Limited Liability Company Agreement, dated as of November 13, 2013 (the "LLC Agreement"), of The J.G. Wentworth Company, LLC ("JGW LLC") pursuant to which JLL Fund V AIF II, L.P. ("AIF II") received a net amount of 668,476 newly-issued shares of Class A Common Stock of The J.G. Wentworth Company (the "Company") and ceased to own any interest in JGW Holdings, Inc., a Delaware corporation ("JGW Holdings, Inc.") that held 138,121 shares of Class A Common Stock of the Company, with JGW Holdings, Inc. becoming a wholly-owned subsidiary of the Company and accordingly ceasing to be a Reporting Person.
- F2On October 7, 2014, the Company, Blocker Acquisition Co., LLC, a wholly-owned subsidiary of the Company ("Merger Sub"), JGW Holdings, Inc. and AIF II, entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which JGW Holdings, Inc. merged with and into Merger Sub with JGW Holdings, Inc. continuing as the surviving entity in the Merger and a wholly-owned subsidiary of the Company (the "Merger"). Immediately prior to the effective time of the Merger, JGW Holdings, Inc. held (1) $2,135,622 in cash, (2) 138,121 shares of Class A Common Stock, and (3) a 9.208066666% interest (the "Distribution Interest") in JLL JGW Distribution, LLC ("Distribution LLC") (which was repurchased by Distribution LLC on January 2, 2015 in consideration for the delivery to JGW Holdings, Inc. of 715,916 shares of Class B common stock, par value $0.00001 per share, of the Company (the "Class B Common Stock") and 715,916 Common Interests of (continued in footnote 3)
- F3(continued from footnote 2) JGW LLC (the "Common Interests") held by Distribution LLC). In order to compensate the Company for assuming certain contingent future tax obligations of JGW Holdings, Inc. as a result of the Merger, (i) 47,440 of the 715,916 shares of Class A Common Stock issued to AIF II in the Merger were returned to the Company promptly after the Merger, (ii) all of the cash and 138,121 Class A shares held by JGW Holdings, Inc. were retained by the Company, and (iii) 47,440 shares of Class A Common Stock were returned to the Company.
- F4Distribution LLC is owned by JLL Associates V, L.P. ("Associates V") and JLL Fund V AIF I, L.P. ("AIF I"). Associates V is the general partner of each of AIF I and AIF II, and may be deemed a beneficial owner of securities beneficially owned by AIF I and AIF II. The general partner of Associates V is JLL Associates G.P. V., L.L.C. ("Associates GP V"), which may be deemed a beneficial owner of securities beneficially owned by Associates V. Paul Levy is the sole managing member of Associates GP V. Paul Levy is the sole managing member of, and may be deemed a beneficial owner of securities beneficially owned by, Associates GP V. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.
- F5Together, one Common Interest and share of Class B Common Stock are exchangeable for one share of Class A Common Stock, pursuant to and in accordance with the certificate of incorporation of the Company and the LLC Agreement of JGW LLC.
- F6JGW Holdco, LLC is the direct owner of 8,400,024 of the Common Interests reported as owned by each of the Reporting Persons hereunder and Distribution LLC is the direct owner of 229,235 of the Common Interests reported as owned by all of the Reporting Persons hereunder. JGW Holdco, LLC is more than 99% owned by Distribution LLC. Associates GP V is the general partner of each of AIF I and AIF II.