SEC Form 4 · accession 0001209191-15-008327
MBIA INC · MBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WARBURG PINCUS & CO.
10% Owner
WARBURG PINCUS LLC
10% Owner
Joseph P. Landy
10% Owner
Charles R Kaye
10% Owner
Warburg Pincus X, L.P.
10% Owner
Warburg Pincus X GP L.P.
10% Owner
Warburg Pincus Partners GP LLC
10% Owner
Warburg Pincus Partners, L.P.
10% Owner
WPP GP LLC
10% Owner
Period of report
Jan 30, 2015
Accepted (ET)
Feb 2, 2015 · 5:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000814585
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock issuable upon exercise of a warrantF1,F2,F3,F4,F5 | — | Jan 30, 2015 | J | 2 | D | Jan 30, 2008 | Jan 30, 2015 | Common Stock | 21,914,446 | 3 | D |
Explanation of responses
- F1This Form 4 is being filed to reflect the expiration on January 30, 2015 of (1) a Warrant, dated as of January 30, 2008, exercisable for 11,819,185 shares of Common Stock at an exercise price of $29.44 per share (the "Warrant") and (2) a B-Warrant, dated as of January 30, 2008, exercisable for 10,095,261 shares of Common Stock at an exercise price of $29.44 per share (the "B-Warrant"). Following such expiration, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), is the holder of (a) 45,622,877 shares of Common Stock and (b) 3 warrants exercisable for 5,915,362 shares of Common Stock.
- F2This Form 4 is filed on behalf of WP X, Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP") and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP") and the gen-eral partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners") and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP GP LLC,
- F3(continued from Footnote 2) Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons"). Messrs. Kaye and Landy may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC.
- F4Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than WP X, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), that may be deemed to be beneficially owned by WP X. Each Warburg Pincus Reporting Person, other than WP X, disclaims beneficial ownership of all of the Common Stock of the Issuer and the warrants exercisable for Common Stock that may be deemed to be beneficially owned by WP X, except to the extent of any indirect pecuniary interest therein.
- F5Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.