SEC Form 4 · accession 0000903423-15-000361
Sabre Corp · SABR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 27, 2015
Accepted (ET)
May 28, 2015 · 5:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | May 27, 2015 | S | 14,653,125 | $25.155 | D | 83,730,959 | I | See Explanation of Responses |
| Common StockF7,F2,F3,F4,F5,F6 | May 27, 2015 | J | 36,857 | $0.00 | D | 83,694,102 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price represents the public offering price of $26.00 per share of common stock ("Common Stock") of Sabre Corporation ("the Issuer") less the underwriters' discount of $0.845 per share of Common Stock.
- F2Silver Lake Group, L.L.C. ("SLG") is the managing member of Silver Lake Technology Associates II, L.L.C. ("Associates II"), which is the general partner of (a) Silver Lake Partners II, L.P. ("Partners II"), which directly holds 45,304,859 shares of Common Stock and (b) Silver Lake Technology Investors II, L.P. ("Investors II"), which directly holds 185,126 shares of Common Stock.
- F3As the sole general partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II.
- F4Partners II is a member of Sovereign Manager Co-Invest, LLC, which is the managing member of Sovereign Co-Invest, LLC ("Co-Invest"), which directly holds 38,204,117 shares of Common Stock. Co-Invest is managed by a management committee consisting of two managers, one of which is designated by Partners II. Because of the relationship among them, each of Partners II, Associates II and SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Co-Invest.
- F5Each of SLG, Associates II, Partners II and Investors II (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
- F6Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- F7Distribution of 36,857 shares of Common Stock by Partners II through Associates II to certain direct and indirect members of Associates II for the sole purpose of charitable giving.
Remarks
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.