UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Karen King c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 (650) 233-8120 | Scott A. Arenare c/o Warburg Pincus LLC 450 Lexington Avenue New York, NY 10017 (212) 878-0600 |
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Hg Investors LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 2
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Igloo Investors Ltd. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 3
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Silver Lake Partners III, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 4
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Silver Lake Technology Associates III, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 5
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS SLTA III (GP), L.L.C. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 6
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Silver Lake Group, L.L.C. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 7
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus Private Equity X, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 8
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus X Partners, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 9
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus X, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 10
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus X LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 11
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus Partners, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
New York | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 12
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus & Co. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
New York | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 13
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
New York | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 14
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Charles R. Kaye | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 15
CUSIP No. | 237596101 |
1 | NAMES OF REPORTING PERSONS Joseph P. Landy | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
Not Applicable | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 57,554,795 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
57,554,795 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
60.4% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 16
CUSIP No. | 237596101 |
Page 17
CUSIP No. | 237596101 |
Page 18
CUSIP No. | 237596101 |
Page 19
CUSIP No. | 237596101 |
Page 20
CUSIP No. | 237596101 |
(a), (b) | The following disclosure assumes that there are 95,213,472 Shares outstanding, which the Issuer represented in the Agreement and Plan of Merger was the number of outstanding Shares as of April 29, 2010. The following disclosure further assumes that Stockholder beneficially owns 57,554,795 Shares, which Stockholder represented in the Voting Agreement was the number of outstanding Shares it beneficially owned as of May 3, 2010. | |
As a result of the Voting Agreement, the Reporting Persons may be deemed for the purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own 57,554,795 Shares, representing, for the purposes of Rule 13d-3, approximately 60.4% of the outstanding Shares. The Reporting Persons, however, expressly disclaim beneficial ownership of such Shares, and this statement shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of the securities covered by this statement. | ||
Except to the extent that they may be deemed to have any such power by virtue of the Voting Agreement, the Reporting Persons do not have sole power to vote or to direct the vote, shared power to vote or to direct the vote, or the sole or shared power to dispose or to direct the disposition of any of the Shares. The Reporting Persons may be deemed in certain circumstances, as more fully described in Item 4, to have the shared power with the Stockholder to vote 57,554,795 Shares. However, the Reporting Persons (i) are not entitled to any rights as a stockholder of the Issuer as to the Shares that are subject to the Voting Agreement and (ii) expressly disclaim any beneficial ownership of the Shares that are covered by the Voting Agreement. | ||
Except as set forth in this Item 5, (i) none of the Reporting Persons beneficially own any Shares, (ii) to the best knowledge of the Silver Lake Reporting Persons, none of the Silver Lake Managing Members beneficially own any Shares and (iii) to the best knowledge of the Warburg Pincus Reporting Persons, none of the persons set forth on Schedule I hereto beneficially own any Shares. | ||
(c) | Except for the execution and delivery of the Voting Agreement and Merger Agreement, (i) none of the Reporting Persons has effected any transaction in the Shares during the past 60 days, (ii) to the best knowledge of the Silver Lake Reporting Persons, none of the Silver Lake Managing Members has effected any transaction in the Shares during the past 60 days and (iii) to the best knowledge of the Warburg Pincus Reporting Persons, none of the persons set forth on Schedule I hereto has effected any transaction in the Shares during the past 60 days. |
Page 21
CUSIP No. | 237596101 |
(d) | Not applicable. | |
(e) | Not applicable. |
Exhibit | ||
Number | Exhibit Name | |
1 | Joint Filing Agreement, dated as of May 13, 2010, by and among the Reporting Persons, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (filed herewith). | |
2 | Voting Agreement, dated as of May 3, 2010, among Hg Investors LLC, Pearson DBC Holdings Inc. and Pearson plc (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission on May 5, 2010). | |
3 | Agreement and Plan of Merger, dated as of May 3, 2010, among Hg Investors LLC, Igloo Merger Corporation and Interactive Data Corporation (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission on May 5, 2010). |
Page 22
CUSIP No. | 237596101 |
HG INVESTORS LLC | ||||
By: | /s/ Michael Bingle | |||
Name: | Michael Bingle | |||
Title: | Co-President |
IGLOO INVESTORS LTD. | ||||
By: | /s/ Michael Bingle | |||
Name: | Michael Bingle | |||
Title: | Director and Co-President | |||
SILVER LAKE PARTNERS III, L.P. | ||||
By: | Silver Lake Technology Associates III, L.P., its general partner |
By: | SLTA III (GP), L.L.C., its general partner | |||
By: | Silver Lake Group, L.L.C., its managing member | |||
By: | /s/ James A. Davidson | |||
Name: | James A. Davidson | |||
Title: | Managing Member | |||
SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P. | ||||
By: | SLTA III (GP), L.L.C., its general partner | |||
By: | Silver Lake Group, L.L.C., its managing member | |||
By: | /s/ James A. Davidson | |||
Name: | James A. Davidson | |||
Title: | Managing Member |
Page 23
CUSIP No. | 237596101 |
SLTA III (GP), L.L.C. | ||||
By: | Silver Lake Group, L.L.C., its managing member |
By: | /s/ James A. Davidson | |||
Name: | James A. Davidson | |||
Title: | Managing Member | |||
SILVER LAKE GROUP, L.L.C. | ||||
By: | /s/ James A. Davidson | |||
Name: | James A. Davidson | |||
Title: | Managing Member | |||
WARBURG PINCUS PRIVATE EQUITY X, L.P. | ||||
By: | Warburg Pincus X, L.P., its general partner | |||
By: | Warburg Pincus X LLC, its general partner | |||
By: | Warburg Pincus Partners, LLC, its sole member | |||
By: | Warburg Pincus & Co., its managing member |
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
WARBURG PINCUS X PARTNERS, L.P. | ||||
By: | Warburg Pincus X, L.P., its general partner | |||
By: | Warburg Pincus X LLC, its general partner | |||
By: | Warburg Pincus Partners, LLC, its sole member | |||
By: | Warburg Pincus & Co., its managing member |
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner |
Page 24
CUSIP No. | 237596101 |
WARBURG PINCUS X, L.P. | ||||
By: | Warburg Pincus X LLC, its general partner | |||
By: | Warburg Pincus Partners, LLC, its sole member | |||
By: | Warburg Pincus & Co., its managing member | |||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
WARBURG PINCUS X LLC | ||||
By: | Warburg Pincus Partners, LLC, its sole member | |||
By: | Warburg Pincus & Co., its managing member | |||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
WARBURG PINCUS PARTNERS, LLC | ||||
By: | Warburg Pincus & Co., its managing member | |||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
WARBURG PINCUS & CO. | ||||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
WARBURG PINCUS LLC | ||||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Managing Director |
Page 25
CUSIP No. | 237596101 |
* /s/ Scott A. Arenare | ||||
Name: | Charles R. Kaye | |||
Title: | Scott A. Arenare,�� | |||
Attorney-in-Fact | ||||
** /s/ Scott A. Arenare | ||||
Name: | Joseph P. Landy | |||
Title: | Scott A. Arenare, | |||
Attorney-in-Fact | ||||
* | The Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is hereby incorporated by reference. | |
** | The Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is hereby incorporated by reference. |
Page 26
CUSIP No. | 237596101 |
PRESENT PRINCIPAL OCCUPATION IN ADDITION | ||
TO POSITION WITH WP, AND POSITIONS | ||
NAME | WITH THE REPORTING ENTITIES | |
Scott A. Arenare | Partner of WP; Member and Managing Director of WP LLC | |
David Barr | Partner of WP; Member and Managing Director of WP LLC | |
Alain J.P. Belda | Partner of WP; Member and Managing Director of WP LLC | |
Alexander Berzofsky | Partner of WP; Member and Managing Director of WP LLC | |
Sean D. Carney | Partner of WP; Member and Managing Director of WP LLC | |
Mark Colodny | Partner of WP; Member and Managing Director of WP LLC | |
David A. Coulter | Partner of WP; Member and Managing Director of WP LLC | |
Timothy J. Curt | Partner of WP; Member and Managing Director of WP LLC | |
Cary J. Davis | Partner of WP; Member and Managing Director of WP LLC | |
Dai Feng | Partner of WP; Member and Managing Director of WP LLC | |
Steven Glenn | Partner of WP; Member and Managing Director of WP LLC | |
Jeffrey G. Goldfaden | Partner of WP; Member and Managing Director of WP LLC | |
Cecilia Gonzalo | Partner of WP; Member and Managing Director of WP LLC | |
Michael Graff | Partner of WP; Member and Managing Director of WP LLC | |
Patrick T. Hackett | Partner of WP; Member and Managing Director of WP LLC | |
E. Davisson Hardman | Partner of WP; Managing Director of WP LLC | |
Jeffrey A. Harris | Partner of WP; Member and Managing Director of WP LLC | |
In Seon Hwang | Partner of WP; Member and Managing Director of WP LLC | |
William H. Janeway | Partner of WP; Member and Senior Advisor of WP LLC | |
Chansoo Joung | Partner of WP; Member and Managing Director of WP LLC | |
Peter R. Kagan | Partner of WP; Member and Managing Director of WP LLC | |
Charles R. Kaye | Managing General Partner of WP; Managing Member and Co-President of WP LLC | |
Henry Kressel | Partner of WP; Member and Managing Director of WP LLC | |
David Krieger | Partner of WP; Member and Managing Director of WP LLC | |
Joseph P. Landy | Managing General Partner of WP; Managing Member and Co-President of WP LLC | |
Kewsong Lee | Partner of WP; Member and Managing Director of WP LLC | |
Jonathan S. Leff | Partner of WP; Member and Managing Director of WP LLC | |
Michael Martin | Partner of WP; Member and Managing Director of WP LLC | |
James Neary | Partner of WP; Member and Managing Director of WP LLC | |
Dalip Pathak | Partner of WP; Member and Managing Director of WP LLC | |
Michael F. Profenius | Partner of WP; Managing Director of WP LLC | |
Justin Sadrian | Partner of WP; Member and Managing Director of WP LLC | |
Henry B. Schacht | Partner of WP; Member and Senior Advisor of WP LLC | |
Steven G. Schneider | Partner of WP; Member and Managing Director of WP LLC | |
Patrick Severson | Partner of WP; Member and Managing Director of WP LLC | |
John Shearburn | Partner of WP; Member and Managing Director of WP LLC | |
Christopher H. Turner | Partner of WP; Member and Managing Director of WP LLC | |
John L. Vogelstein | Partner of WP; Member and Senior Advisor of WP LLC | |
Elizabeth H. Weatherman | Partner of WP; Member and Managing Director of WP LLC |
Page 27
CUSIP No. | 237596101 |
PRESENT PRINCIPAL OCCUPATION IN ADDITION | ||
TO POSITION WITH WP, AND POSITIONS | ||
NAME | WITH THE REPORTING ENTITIES | |
Daniel Zilberman | Partner of WP; Member and Managing Director of WP LLC | |
Rosanne Zimmerman | Partner of WP; Member and Managing Director of WP LLC | |
WP & Co. Partners, L.P.* | ||
Warburg Pincus Principal Partnership, L.P.** | ||
Warburg Pincus Real Estate Principal Partnership, L.P.** | ||
Warburg Pincus 2006 Limited Partnership** | ||
Warburg Pincus 2007 Limited Partnership** |
* | New York limited partnership; primary activity is ownership interest in WP | |
** | Delaware limited partnership; primary activity is ownership interest in WP |
Page 28
CUSIP No. | 237596101 |
PRESENT PRINCIPAL OCCUPATION IN ADDITION | ||
TO POSITION WITH WP LLC, AND POSITIONS | ||
NAME | WITH THE REPORTING ENTITIES | |
Scott A. Arenare | Member and Managing Director of WP LLC; Partner of WP | |
David Barr | Member and Managing Director of WP LLC; Partner of WP | |
Alain J.P. Belda | Member and Managing Director of WP LLC; Partner of WP | |
Alexander Berzofsky | Member and Managing Director of WP LLC; Partner of WP | |
Sean D. Carney | Member and Managing Director of WP LLC; Partner of WP | |
Julian Cheng (1) | Member and Managing Director of WP LLC | |
Miao Chi (2) | Member and Managing Director of WP LLC | |
Stephen John Coates (3) | Member and Managing Director of WP LLC | |
Mark Colodny | Member and Managing Director of WP LLC; Partner of WP | |
David A. Coulter | Member and Managing Director of WP LLC; Partner of WP | |
Timothy J. Curt | Member and Managing Director of WP LLC; Partner of WP | |
Cary J. Davis | Member and Managing Director of WP LLC; Partner of WP | |
Martin D. Dunnett (3) | Member and Managing Director of WP LLC | |
Dai Feng | Member and Managing Director of WP LLC; Partner of WP | |
Robert Feuer (4) | Member and Managing Director of WP LLC | |
Rajiv Ghatalia (1) | Member and Managing Director of WP LLC | |
Steven Glenn | Member and Managing Director of WP LLC; Partner of WP | |
Jeffrey G. Goldfaden | Member and Managing Director of WP LLC; Partner of WP | |
Cecilia Gonzalo | Member and Managing Director of WP LLC; Partner of WP | |
Michael Graff | Member and Managing Director of WP LLC; Partner of WP | |
Patrick T. Hackett | Member and Managing Director of WP LLC; Partner of WP | |
Jeffrey A. Harris | Member and Managing Director of WP LLC; Partner of WP | |
In Seon Hwang | Member and Managing Director of WP LLC; Partner of WP | |
William H. Janeway | Member and Senior Advisor of WP LLC; Partner of WP | |
Chansoo Joung | Member and Managing Director of WP LLC; Partner of WP | |
Peter R. Kagan | Member and Managing Director of WP LLC; Partner of WP | |
Charles R. Kaye | Managing Member and Co-President of WP LLC; Managing General Partner of WP | |
Henry Kressel | Member and Managing Director of WP LLC; Partner of WP | |
David Krieger | Member and Managing Director of WP LLC; Partner of WP | |
Joseph P. Landy | Managing Member and Co-President of WP LLC; Managing General Partner of WP | |
Kewsong Lee | Member and Managing Director of WP LLC; Partner of WP | |
Jonathan S. Leff | Member and Managing Director of WP LLC; Partner of WP | |
David Li (1) | Member and Managing Director of WP LLC | |
Vishal Mahadevia (5) | Member and Managing Director of WP LLC | |
Niten Malhan (5) | Member and Managing Director of WP LLC | |
Michael Martin | Member and Managing Director of WP LLC; Partner of WP | |
Luca Molinari (6) | Member and Managing Director of WP LLC | |
James Neary | Member and Managing Director of WP LLC; Partner of WP | |
Dalip Pathak | Member and Managing Director of WP LLC; Partner of WP | |
Leo Puri (5) | Member and Managing Director of WP LLC | |
Justin Sadrian | Member and Managing Director of WP LLC; Partner of WP | |
Adarsh Sarma (5) | Member and Managing Director of WP LLC | |
Henry B. Schacht | Member and Senior Advisor of WP LLC; Partner of WP | |
Steven G. Schneider | Member and Managing Director of WP LLC; Partner of WP | |
Joseph C. Schull (2) | Member and Managing Director of WP LLC | |
Patrick Severson | Member and Managing Director of WP LLC; Partner of WP | |
John Shearburn | Member and Managing Director of WP LLC; Partner of WP | |
Chang Q. Sun (1) | Member and Managing Director of WP LLC |
Page 29
CUSIP No. | 237596101 |
PRESENT PRINCIPAL OCCUPATION IN ADDITION | ||
TO POSITION WITH WP LLC, AND POSITIONS | ||
NAME | WITH THE REPORTING ENTITIES | |
Christopher H. Turner | Member and Managing Director of WP LLC; Partner of WP | |
Simon Turton (3) | Member and Managing Director of WP LLC | |
John L. Vogelstein | Member and Senior Advisor of WP LLC; Partner of WP | |
Elizabeth H. Weatherman | Member and Managing Director of WP LLC; Partner of WP | |
Frank Wei (1) | Member and Managing Director of WP LLC | |
Peter Wilson (3) | Member and Managing Director of WP LLC | |
Jeremy S. Young (3) | Member and Managing Director of WP LLC | |
Daniel Zilberman | Member and Managing Director of WP LLC; Partner of WP | |
Rosanne Zimmerman | Member and Managing Director of WP LLC; Partner of WP |
(1) | Citizen of Hong Kong | |
(2) | Citizen of Canada | |
(3) | Citizen of United Kingdom | |
(4) | Citizen of Hungary | |
(5) | Citizen of India | |
(6) | Citizen of Italy |
Page 30