SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREMONT PARTNERS LP

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KINETIC CONCEPTS INC /TX/ [ KCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/27/2004 C 3,480,740(1) A (14) 3,480,740 D(2)
Common Stock 02/27/2004 S 1,322,822 D $30 2,157,918 D(2)
Common Stock 02/27/2004 C 158,374(3) A (14) 158,374 D(4)
Common Stock 02/27/2004 S 60,188 D $30 98,186 D(4)
Common Stock 02/27/2004 C 1,554,265(5) A (14) 10,209,429 D(6)
Common Stock 02/27/2004 S 3,879,994 D $30 6,329,435 D(6)
Common Stock 02/27/2004 C 328,757(7) A (14) 2,482,944 D(8)(9)
Common Stock 02/27/2004 S 943,618 D $30 1,539,326 D(8)(9)
Common Stock 02/27/2004 S 1,261,163 D $30 2,057,339 D(10)(9)
Common Stock 02/27/2004 S 807,710 D $30 1,317,617 D(11)(9)
Common Stock 3,529 D(12)
Common Stock 3,529 D(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $17 02/27/2004 C 47,824 (15) (16) Common 3,480,740(1) (14) 0 D(2)
Series A Convertible Preferred Stock $17 02/27/2004 C 2,176 (15) (16) Common 158,374(3) (14) 0 D(4)
Series A Convertible Preferred Stock $17 02/27/2004 C 21,355 (15) (16) Common 1,554,265(5) (14) 0 D(6)
Series A Convertible Preferred Stock $17 02/27/2004 C 4,517 (15) (16) Common 328,757(7) (14) 0 D(8)(9)
1. Name and Address of Reporting Person*
FREMONT PARTNERS LP

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FREMONT ACQUISITION CO 11 LLC

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FP ADVISORS III LLC

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FP ADVISORS LLC

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FREMONT GROUP LLC

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FREMONT INVESTORS INC

(Last) (First) (Middle)
FREMONT PARTNERS, LP
199 FREMONT STREET, SUITE 2300

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects the acquistion of an additional 529,498 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00.
2. These shares are owned directly by Fremont Partners III, L.P. ("Fremont Partners III"). The shares may also be deemed to be owned indirectly by (i) FP Advisors III, L.P. ("FP Advisors III"), the general partner of Fremont Partners III, (ii) Fremont Group, L.L.C. ("Fremont Group"), the sponsoring member of FP Advisors III and (iii) Fremont Investors, Inc. ("Fremont Investors"), the manager of Fremont Group. FP Advisors III, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin.
3. Reflects the acquistion of an additional 24,092 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00.
4. These shares are owned directly by Fremont Partners III Side-By-Side, L.P ("Side-By-Side III"). The shares may also be deemed to be owned indirectly by (i) Fremont Group, the general partner of Side-By-Side III, and (ii) Fremont Investors, the manager of Fremont Group. Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin.
5. Reflects the acquistion of an additional 236,438 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00.
6. These shares are owned directly by Fremont Acquisition Company II, L.L.C. ("Acquisition Company II"). The shares may also be deemed to be owned indirectly by (i) Fremont Partners, L.P. ("Fremont Partners"), the member of Acquisition Company II, (ii) FP Advisors, L.L.C. ("FP Advisors"), the general partner of Fremont Partners, (iii) Fremont Group, the managing member of FP Advisors and (iv) Fremont Investors, the manager of Fremont Group. Fremont Partners, FP Advisors, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin.
7. Reflects the acquistion of an additional 50,011 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00.
8. These shares are owned directly by Fremont Acquisition Company IIA, L.L.C.
9. The shares may also be deemed to be owned indirectly by (i) FP Advisors, the managing member of the limited liability companies described in Notes (8), (10) and (11), (ii) Fremont Group, the managing member of FP Advisors and (iii) Fremont Investors, the manager of Fremont Group. FP Advisors, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin.
10. These shares are owned directly by Fremont KCI Co-Investment Company, L.L.C.
11. These shares are owned directly by Fremont KCI Co-Investment Company II, L.L.C.
12. These shares are owned directly by Fremont Partners, L.L.C.
13. These shares are owned directly by Fremont Partners III, L.L.C.
14. N/A
15. Exercisable immediately.
16. No expiration date.
FREMONT PARTNERS, L.P. By: FP Advisors, L.L.C., GP By: Fremont Group, L.L.C., Managing Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
FREMONT INVESTORS, INC. By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
FP ADVISORS, L.L.C. By: Fremont Group, L.L.C., Managing Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
FP ADVISORS III, L.L.C. By: Fremont Group, L.L.C., Sponsoring Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
FREMONT GROUP, L.L.C. By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
FREMONT ACQUISITION COMPANY II, L.L.C. By: Fremont Partners, L.P., Member By: FP Advisors, L.L.C., G P By: Fremont Group, L.L.C., Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact 03/02/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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