| 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
ARCHIPELAGO HOLDINGS L L C [ AX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2004 | ||||||||||||||||||||||||||
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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 | 08/19/2004 | S | 17,871 | D | $11.5 | 7,305,722 | I | See Footnotes(1)(2)(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. Pursuant to an underwriting agreement, dated August 12, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Archipelago Holdings, Inc. (the "Company") common stock, par value $.01 per share (the "Common Stock"), by the Company and certain selling stockholders (the "Selling Stockholders," which include Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives, LLC ("SLK-Hull")), pursuant to a registration statement filed by the Company on Form S-1 (Registration No. 333-113226) which was declared effective by the Securities and Exchange Commission on August 12, 2004 and which offering was consummated on August 17, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from certain of the Selling Stockholders. |
| 2. On August 19, 2004 the sale of shares of the Company's Common Stock by certain of the Selling Stockholders to the Underwriters pursuant to the exercise in full by the Underwriters of an option to purchase an additional amount of shares of the Company's Common Stock from certain of the Selling Stockholders was consummated and in connection with such sale, SLK-Hull sold 17,871 shares of the Company's Common Stock to the Underwriters. Goldman, Sachs & Co. ("Goldman Sachs") was one of the several Underwriters under the Underwriting Agreement. Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GSG"). |
| 3. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Common Stock by reason of SLK, GSAI and SLK-Hull direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| s/ Ted Chang, Attorney-in-fact | 08/23/2004 | |
| s/ Ted Chang, Attorney-in-fact | 08/23/2004 | |
| s/ Ted Chang, Attorney-in-fact | 08/23/2004 | |
| s/ Ted Chang, Attorney-in-fact | 08/23/2004 | |
| s/ Ted Chang, Attorney-in-fact | 08/23/2004 | |
| ** 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. | ||