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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 INVESTORS INC

(Last) (First) (Middle)
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)
11/09/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/09/2004 A 970 A (1) 4,499 D(2)(4)
Common Stock 11/09/2004 A 970 A (1) 4,499 D(3)(4)
Common Stock 3,422,537 D(5)
Common Stock 832,365 D(6)(9)
Common Stock 1,112,472 D(7)(9)
Common Stock 712,480 D(8)(9)
Common Stock 1,166,858 D(10)
Common Stock 53,092 D(11)
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
Stock Option (right to buy) $61.78 11/09/2004 A 809 (12) 11/09/2011 Common Stock 809 (1) 809 D(2)(4)
Stock Option (right to buy) $61.78 11/09/2004 A 809 (12) 11/09/2011 Common Stock 809 (1) 809 D(3)(4)
Explanation of Responses:
1. N/A.
2. These shares are owned directly by Fremont Partners, L.L.C.
3. These shares are owned directly by Fremont Partners III, L.L.C.
4. The securities may also be deemed to be owned indirectly by Fremont Group, L.L.C. ("Fremont Group"), the managing member of the entities described in footnotes (2) and (3), and Fremont Investors, Inc. ("Fremont Investors"), the manager of Fremont Group. Fremont Group and Fremont Investors disclaim beneficial ownership of there shares, except to the extent of any pecuniary interest therein.
5. 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 beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
6. These shares are owned directly by Fremont Acquisition Company IIA, L.L.C.
7. These shares are owned directly by Fremont KCI Co-Investment Company, L.L.C.
8. These shares are owned directly by Fremont KCI Co-Investment Company II, L.L.C.
9. These shares may also be deemed to be owned indirectly by (i) FP Advisors, the managing member of the limited liability companies described in Notes (6), (7) and (8), (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 beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
10. 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 beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
11. 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 beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
12. The option vests in one-twelfth installments every three months over a period of three years beginning on February 9, 2005.
FREMONT INVESTORS, INC. By: James T. Farrell, Managing Director /s/ John Bibb, Attorney-in-Fact 11/12/2004
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 11/12/2004
FREMONT GROUP, L.L.C. By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director /s/ John Bibb, Attorney-in-Fact 11/12/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.