| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUINIX INC [ EQIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/16/2005 | S | 10,189,549(1) | D | $32.1224(2) | 0 | I | By subsidiary(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 16, 2005, i-STT Investments Pte. Ltd. ("i-STTI") completed a sale of 5,889,549 shares of the Issuer's common stock to the public, including 739,549 shares of Common Stock sold pursuant to the exercise of an over-allotment option, and received $202,032,144.12 in net proceeds (after payment of $7,871,382.24 in underwriter compensation). On the same date, i-STT Investments (Bermuda) Ltd. ("i-STT Bermuda") received $125,280,402.79 in net proceeds (after payment of $4,597,560 in underwriter compensation) from Credit Suisse First Boston Capital LLC ("CSFB Capital") pursuant to a Forward Purchase Agreement (the "Purchase Agreement") under which i-STT Bermuda will be obligated to deliver up to 4,300,000 shares of the Issuer's common stock currently pledged by it to CSFB Capital on November 15, 2008 (the "Settlement Date") in settlement of its obligations under the Purchase Agreement. |
| 2. This figure represents the average price per share received from the public sale by i-STTI of its common stock in the Issuer and the sale by i-STT Bermuda of its common stock in the Issuer to CSFB Capital under the Purchase Agreement (assuming that i-STT Bermuda delivers all of its 4,300,000 shares of common stock of the Issuer to CSFB Capital on the Settlement Date), respectively. |
| 3. i-STT Bermuda and its direct parent, i-STTI, are the record holders of the securities of the Issuer reported herein. i-STTI is a wholly-owned subsidiary of STT Communications Ltd ("STT Comm"), which is a subsidiary of Singapore Technologies Telemedia Pte Ltd ("STT"), which is a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). By virtue of the foregoing relationships, each of STT Comm, STT and Temasek may be deemed to have an indirect interest in the securities reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. In addition, Temasek holds an indirect interest in 11,718 shares of common stock of the Issuer which are owned beneficially and of record by T.H.e Venture Pte Ltd. |
| /s/ Pek Siok Lan, Company Secretary, STT COMMUNICATIONS LTD | 11/18/2005 | |
| /s/ Stephen Geoffrey Miller, Director, i-STT INVESTMENTS (BERMUDA) LTD. | 11/18/2005 | |
| /s/ Pek Siok Lan, Director, i-STT INVESTMENTS PTE. LTD. | 11/18/2005 | |
| /s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 11/18/2005 | |
| /s/ Chia Yue Joo, Managing Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 11/18/2005 | |
| ** 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. | ||