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
ATLANTIC DATA SERVICES INC [ ADSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2003 | ||||||||||||||||||||||||||
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 | 11/12/2003 | S(1) | 607,887 | D | $3.25 | 303,943(2) | I | See (3) | ||
Common Stock | 11/12/2003 | S(1) | 4,113 | D | $3.25 | 2,056(2) | I | See (4) | ||
Common Stock | 11/12/2003 | U | 2,496,193 | D | $3.25 | 303,943(2) | I | See (3) | ||
Common Stock | 11/12/2003 | U | 16,887 | D | $3.25 | 2,056(2) | I | See (4) |
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 | ||||||||
Stock Option (right to buy) | $2.01 | 11/12/2003 | U | 5,000 | 08/21/2001 | 08/21/2011 | Common Stock | 5,000 | $3.25(5) | 0 | D |
Explanation of Responses: |
1. Immediately prior to the effectiveness of the merger of ADS Acquisition Company LLC ("ADS Acquisition"), a wholly-owned subsidiary of ADS Parent Acquisition LLC ("ADS Parent"), with and into Atlantic Data Services, Inc. ("ADS") pursuant to the Agreement and Plan of Merger, dated as of July 21, 2003, by and among ADS Parent, ADS Acquisition and ADS (the foregoing collectively, the "Merger"), General Atlantic Partners II, L.P. ("GAP II") contributed 607,887 shares of common stock of ADS and GAP Coinvestment Partners, L.P. ("GAPCO") contributed 4,113 shares of common stock of ADS to ADS Parent. Such shares received no cash in the Merger. |
2. Immediately after the effectiveness of the Merger, the shares of common stock of ADS previously contributed by GAP II and GAPCO to ADS Parent were reclassified as special common stock, par value $0.001 per share, and reverse split 1-for-2. |
3. By GAP II. GAP II is a member of ADS Parent and David C. Hodgson is a Manager of ADS Parent. General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP II. Mr. Hodgson is a managing member of GAP LLC and a general partner of GAPCO. Mr. Hodgson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
4. By GAPCO. GAPCO is a member of ADS Parent and David C. Hodgson is a Manager of ADS Parent. Mr. Hodgson is a general partner of GAPCO. The managing members of GAP LLC (other than Klaus Esser) are also the general partners of GAPCO. Mr. Hodgson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
5. This option was canceled in the Merger in exchange for a cash payment representing the difference between the price per share paid in the Merger ($3.25) and the exercise price of the option ($2.01). |
Remarks: |
David C. Hodgson | 11/13/2003 | |
** 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. |