| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Nalco Holding CO [ NLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2005 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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, par value $0.01 per share | 08/22/2005 | S | 1,112,790 | D | $18.41(5) | 13,589,911 | I | See(1)(2)(3)(4)(6) | ||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. This statement is being filed by GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP Offshore 2000"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000" and, together with GSCP 2000, GSCP Offshore 2000, GSCP Germany 2000 and GSCP Employee 2000, the "Limited Partnerships"), NH Acquisition LLC ("NH" and, together with the Limited Partnerships, the "GS Funds"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Goldman, Sachs & Co. oHG ("GS oHG"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, GS Advisors 2000, GS GmbH, GS oHG, GS Employee 2000 LLC and NH, the "Reporting Persons"). |
| 2. On August 22, 2005, an additional 4,350,000 shares of Nalco Holding Company (the "Company") common stock (the "Common Stock") were sold in a registered public offering pursuant to the underwriters' exercise of their over-allotment option. Nalco LLC received all proceeds from this offering. The 13,589,911 shares reported herein as indirectly beneficially owned are beneficially owned directly by Nalco LLC and reflect the GS Funds' indirect beneficial ownership in the Company based on the membership interest in Nalco LLC held by the GS Funds. Affiliates of GS Group are the general partner, managing general partner, managing partner, manager or investment manager of the GS Funds. The membership interests in Nalco LLC are held by the GS Funds and affiliates of The Blackstone Group L.P. and Apollo Management, L.P. (together with the GS Funds, the "LLC Members"), as well as certain members of management of the Company. |
| 3. Because voting and dispositive decisions of Nalco LLC with respect to the Common Stock require the approval of at least two of the LLC Members, the GS Funds disclaim beneficial ownership of the Company's securities held by Nalco LLC. Nonetheless, the Reporting Persons are voluntarily reporting an indirect beneficial ownership in the Common Stock, as reflected herein. GS Advisors 2000 is the general partner of GSCP 2000 and GSCP Offshore 2000 and the manager of NH. GS GmbH is the managing partner of GSCP Germany 2000. GS oHG is the sole stockholder of GS GmbH. GS Employee 2000 LLC is the general partner of GSCP Employee 2000 and GS Direct 2000. |
| 4. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 5. Represents price to public in an underwritten public offering. |
| 6. Due to the electronic system's limitation of 10 Reporting Persons per joint filing this statement is being filed in duplicate. |
| /s/ Ted Chang, Attorney-in-Fact | 08/24/2005 | |
| /s/ Ted Chang, Attorney-in-Fact | 08/24/2005 | |
| ** 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. | ||