sc13g

0000950129-08-000876.txt : 20080213 0000950129-08-000876.hdr.sgml : 20080213 20080213162949 ACCESSION NUMBER: 0000950129-08-000876 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: CAPSTREET GP II LP GROUP MEMBERS: CAPSTREET II LP GROUP MEMBERS: CAPSTREET PARALLEL II LP GROUP MEMBERS: THE CAPSTREET GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDTRONICS INC CENTRAL INDEX KEY: 0001277856 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760681190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83514 FILM NUMBER: 08605303 BUSINESS ADDRESS: STREET 1: 3110 HAYES ROAD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77082 BUSINESS PHONE: 2815969988 MAIL ADDRESS: STREET 1: 3110 HAYES ROAD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77082 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CapStreet II LP CENTRAL INDEX KEY: 0001388849 IRS NUMBER: 760632912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 6110 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-332-2700 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 6110 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G 1 h53933sc13g.htm SCHEDULE 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

CARDTRONICS, INC.

(Name of the Issuer)

Common Stock

(Title of Class of Securities)

14161H108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)

o		Rule 13d-1(c)

þ		Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		14161H108


1	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CapStreet II, L.P. IRS Identification No. 76-0632912


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ⁽¹⁾
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER ⁽¹⁾
BENEFICIALLY
OWNED BY			8,091,222

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER ⁽¹⁾

			8,091,222

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ⁽¹⁾ ⁽²⁾

	8,091,222

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)⁽²⁾

	20.98%

12	TYPE OF REPORTING PERSON

	PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

(2) Based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.


CUSIP No.		14161H108


1	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	CapStreet Parallel II, L.P. IRS Identification No. 76-0632913

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ⁽¹⁾
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER ⁽¹⁾
BENEFICIALLY
OWNED BY			949,852

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER ⁽¹⁾

			949,852

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ^{(1) (2)}

	949,852

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ⁽²⁾

	2.46%

12	TYPE OF REPORTING PERSON

	PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

⁽¹⁾


CUSIP No.		14161H108


1	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	CapStreet GP II, L.P. IRS Identification No. 76-0632911

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ⁽¹⁾
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER ⁽¹⁾
BENEFICIALLY
OWNED BY			8,091,222

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER ⁽¹⁾

			8,091,222

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ^{(1) (2)}

	8,091,222

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ⁽²⁾

	20.98%

12	TYPE OF REPORTING PERSON

	PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.


CUSIP No.		14161H108


1	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The CapStreet Group, LLC IRS Identification No. 76-0525528


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ⁽¹⁾
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER ⁽¹⁾
BENEFICIALLY
OWNED BY			9,041,074

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER ⁽¹⁾

			9,041,074

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ⁽¹⁾ ⁽²⁾

	9,041,074

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) ⁽²⁾

	23.44%

12	TYPE OF REPORTING PERSON

	OO

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

Item 1.

(a)		Name of Issuer: Cardtronics, Inc.

(b)		Address of Issuer’s Principal Executive Offices: 3110 Hayes Road, Suite 300 Houston, Texas 77082

Item 2.

(a)		This Schedule 13G is filed by and on behalf of (a) CapStreet II, L.P., a Delaware limited partnership (“CS II”), (b) CapStreet Parallel II, L.P., a Delaware limited partnership (“CS Parallel II”), (c) CapStreet GP II, L.P., a Delaware limited partnership (“CS GP II”) which is the general partner of CS II and (d) The CapStreet Group, LLC, a Delaware limited liability company (“CS”) which is the general partner of CS Parallel II and CS GP II.

		CS II and CS GP II have shared dispositive and voting power with respect to 8,091,222 shares of common stock.

		CS Parallel II has shared dispositive and voting power with respect to 949,852 shares of common stock.

		CS has shared dispositive and voting power with respect to 9,041,074 shares of common stock.

(b)		The address of the principal business office of the parties referred to in paragraph (a) of this Item 2 is:

		600 Travis, Suite 6110, Houston, Texas 77002.

(c)		Citizenship:

		CS II, CS Parallel II and CS GP II are each Delaware limited partnerships. CS is a Delaware limited liability company.

(d)		Title of Class of Securities: Common Stock

(e)		CUSIP Number: 1416H108

Item 3. If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under Section 15 of the Act.

	(b)		o Bank as defined in section 3(a)(6) of the Act.

	(c)		o Insurance company as defined in section 3(a)(19) of the Act.

	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940.

	(e)		o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)		o A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G).

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

	(j)		o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

	(a)		Amount Beneficially Owned:

			With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common

			stock owned of record by such reporting person. The percent of class provided for each reporting person below is based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.

			As of the close of business on December 31, 2007:

	1.		CS II beneficially owned 8,091,222 shares

	2.		CS Parallel II beneficially owned 949,852 shares

	3.		CS GP II beneficially owned 8,091,222 shares

	4.		CS beneficially owned 9,041,074 shares

	(b)		Percent of Class:

			As of the close of business on December 31, 2007:

	1.		CS II beneficially owned 20.98% of class

	2.		CS Parallel II beneficially owned 2.46% of class

	3.		CS GP II beneficially owned 20.98% of class

	4.		CS beneficially owned 23.44% of class

(c)

Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote

			As of the close of business on December 31, 2007:

	1.		CS II — 0

	2.		CS Parallel II — 0

	3.		CS GP II — 0

	4.		CS – 0

	(ii)		shared power to vote or to direct the vote:

			As of the close of business on December 31, 2007:

	1.		CS II — 8,091,222

	2.		CS Parallel II — 949,852

	3.		CS GP II — 8,091,222

	4.		CS — 9,041,074

	(iii)		sole power to dispose or to direct the disposition of:

			As of the close of business on December 31, 2007:

	1.		CS II — 0

	2.		CS Parallel II — 0

	3.		CS GP II – 0

	4.		CS — 0

	(iv)		shared power to dispose or to direct the disposition of:

			As of the close of business on December 31, 2007:

	1.		CS II — 8,091,222

	2.		CS Parallel II — 949,852

	3.		CS GP II — 8,091,222

	4.		CS — 9,041,074

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

CS II, CS Parallel II, CS GP II and CS are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The agreement among CS II, CS Parallel II, CS GP II and CS to file jointly is attached hereto as Exhibit A. Each of CS II, CS Parallel II, CS GP II and CS disclaims beneficial ownership of all of the shares of common stock, other than those reported herein as being owned by it.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 13, 2008	CAPSTREET II, L.P.

	By:	CapStreet GP II, L.P., its general partner
	By:	The CapStreet Group, LLC, its general partner

		By:	/s/ Katherine L. Kohlmeyer

		Name:	Katherine L. Kohlmeyer
		Title:	Chief Financial Officer


CAPSTREET PARALLEL II, L.P.

By:	The CapStreet Group, LLC, its general partner

	By:	/s/ Katherine L. Kohlmeyer

	Name:	Katherine L. Kohlmeyer
	Title:	Chief Financial Officer


CAPSTREET GP II, L.P.

By:	The CapStreet Group, LLC, its general partner

	By:	/s/ Katherine L. Kohlmeyer

	Name:	Katherine L. Kohlmeyer
	Title:	Chief Financial Officer

THE CAPSTREET GROUP, LLC

By:	/s/ Katherine L. Kohlmeyer

Name:	Katherine L. Kohlmeyer
Title:	Chief Financial Officer

EX-99.A 2 h53933exv99wa.htm AGREEMENT OF FILING exv99wa

Exhibit A

AGREEMENT OF FILING OF SCHEDULE 13G

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.


Dated: February 13, 2008	CAPSTREET II, L.P.

	By:	CapStreet GP II, L.P., its general partner
	By:	The CapStreet Group, LLC, its general partner

		By:	/s/ Katherine L. Kohlmeyer

		Name:	Katherine L. Kohlmeyer
		Title:	Chief Financial Officer


CAPSTREET PARALLEL II, L.P.

By:	The CapStreet Group, LLC, its general partner

	By:	/s/ Katherine L. Kohlmeyer

	Name:	Katherine L. Kohlmeyer
	Title:	Chief Financial Officer


CAPSTREET GP II, L.P.

By:	The CapStreet Group, LLC, its general partner

	By:	/s/ Katherine L. Kohlmeyer

	Name:	Katherine L. Kohlmeyer
	Title:	Chief Financial Officer

THE CAPSTREET GROUP, LLC

By:	/s/ Katherine L. Kohlmeyer

Name:	Katherine L. Kohlmeyer
Title:	Chief Financial Officer