| 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
Goodman Global Inc [ GGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/11/2006 | ||||||||||||||||||||||||||
|
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 | 04/11/2006 | S | 4,356,076 | D | $16.947 | 28,290,002(1)(2) | D | |||
| Common Stock | 04/11/2006 | S | 38 | D | $18 | 28,289,964(1)(2) | D | |||
| 9.5% Series A Preferred Stock | 04/11/2006 | S | 153,505.2294 | D | $1,000(3) | 0 | D | |||
|
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
| ||||||||||||||||||||||||
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
| ||||||||||||||||||||||||
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
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The shares of common stock of Goodman Global, Inc. (the "Issuer") reported as beneficially owned in the above table are owned of record by Frio Holdings LLC, a Delaware limited liability company ("Frio"). The members of Frio are Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P. and Apollo Netherlands Partners V(B), L.P. (collectively, the "Apollo Funds"). Apollo Management V, L.P. ("Management V") serves as the manager of Frio and of each of the Apollo Funds. Apollo Advisors V, L.P. ("Advisors V") serves as the general partner or managing general partner of each of the Apollo Funds. As manager, or general partner or managing general partner, respectively, Management V and Advisors V may be deemed to have voting and investment control over the shares held by Frio and may be deemed the beneficial owner of such shares. (Continue in Footnote 2) |
| 2. AIF V Management, Inc. ("AIF V") is the general partner of Management V and Apollo Capital Management V, Inc. ("ACM V") is the general partner of Advisors V. Each of the Apollo Funds, Management V, Advisors V, AIF V, ACM V, and Messrs. Leon Black and John Hannan, the executive officers and directors of AIF V and ACM V, disclaim ownership of all shares reported herein in excess of their pecuniary interests, 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. |
| 3. In connection with the closing of the Issuer's initial public offering of common stock, all shares of preferred stock were redeemed at a liquidation preference of $1,000 per share. At the time of redemption, there were also accrued and unpaid dividends of $20,198,073 on the preferred stock held by Frio Holdings LLC, which was paid to Frio Holdings LLC on the closing of the Issuer's initial public offering of common stock. |
| /s/ Patricia M. Navis, Vice President of AIF V Management, Inc., General Partner of Apollo Management V, L.P., Manager of Frio Holdings LLC | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., General Partner of Apollo Investment Fund V, L.P. | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Overseas Partners V, L.P. | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Netherlands Partners V(A), L.P. | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Netherlands Partners V(B), L.P. | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of AIF V Management, Inc., General Partner of Apollo Management V, L.P. | 04/12/2006 | |
| /s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P. | 04/12/2006 | |
| ** 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. | ||