FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/15/2005 |
3. Issuer Name and Ticker or Trading Symbol
Directed Electronics, Inc. [ DEIX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 5,471,604 | I | See Footnote(1)(2) |
Common Stock | 3,832,533 | I | See Footnote(2)(3) |
Common Stock | 2,283,195 | I | See Footnote(2)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Trivest Fund III, L.P. ("Fund III") is the direct beneficial owner of the shares reported in Table I. Trivest III General Partner, L.P. ("Trivest GP") is the general partner of Fund III and Trivest III, Inc. ("Trivest III") is the general partner of Trivest GP. As such, Trivest GP and Trivest III may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund III to the extent of the Reporting Person's indirect proportionate interest in Fund III. |
2. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of its pecuniary interest therein. The filing of this form should not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
3. Trivest Fund II, Ltd. ("Fund II") is the direct beneficial owner of the shares reported in Table I. Trivest Fund II Manager, Ltd. ("Fund II Manager") is the general partner of Fund II and Trivest Equities, Inc. ("Equities") is the general partner of Fund II Manager. As such, Fund II Manager and Equities may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund II to the extent of the Reporting Person's indirect proportionate interest in Fund II. |
4. Trivest-DEI Co-Investment Fund, Ltd. ("Trivest-DEI") is the direct beneficial owner of the shares reported in Table I. Trivest-DEI GP, Ltd. ("Trivest GP") is the general partner of Trivest-DEI and Trivest II, Inc. ("Trivest II") is the general partner of Trivest GP. As such, Trivest GP and Trivest II may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Trivest-DEI to the extent of the Reporting Person's indirect proportionate interest in Trivest-DEI. |
Remarks: |
Troy D. Templeton | 12/07/2005 | |
** 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 5 (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. |