Schedule 13G Amendment No. 1

0001193125-14-441122.txt : 20141212 0001193125-14-441122.hdr.sgml : 20141212 20141212142832 ACCESSION NUMBER: 0001193125-14-441122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141212 DATE AS OF CHANGE: 20141212 GROUP MEMBERS: APAX EUROPE VI GP L.P. INC. GROUP MEMBERS: APAX EUROPE VI-1, L.P. GROUP MEMBERS: APAX EUROPE VI-A, L.P. GROUP MEMBERS: APAX EUROPE VII GP CO. LTD GROUP MEMBERS: APAX EUROPE VII GP L.P. INC. GROUP MEMBERS: APAX EUROPE VII-1, L.P. GROUP MEMBERS: APAX EUROPE VII-A, L.P. GROUP MEMBERS: APAX EUROPE VII-B, L.P. GROUP MEMBERS: APAX GUERNSEY (HOLDCO) PCC LTD GROUP MEMBERS: APAX US VII GP, L.P. GROUP MEMBERS: APAX US VII GP, LTD. GROUP MEMBERS: APAX US VII, L.P. GROUP MEMBERS: MEGRUE, JOHN F GROUP MEMBERS: MPL (CAYMAN) GP LTD GROUP MEMBERS: MPL (CAYMAN) LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dealertrack Technologies, Inc CENTRAL INDEX KEY: 0001333513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522336218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81223 FILM NUMBER: 141283226 BUSINESS ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: (516) 734-3600 MAIL ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: DealerTrack Technologies, Inc DATE OF NAME CHANGE: 20121107 FORMER COMPANY: FORMER CONFORMED NAME: DealerTrack Holdings, Inc. DATE OF NAME CHANGE: 20050719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apax Europe VI GP Co. LTD CENTRAL INDEX KEY: 0001351800 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13-15 VICTORIA STREET STREET 2: ST PETER PORT CITY: GUERNSEY, CHANNEL ISLANDS STATE: X0 ZIP: GY13ZD BUSINESS PHONE: 441481713843 MAIL ADDRESS: STREET 1: 13-15 VICTORIA STREET STREET 2: ST PETER PORT CITY: GUERNSEY, CHANNEL ISLANDS STATE: X0 ZIP: GY13ZD SC 13G/A 1 d837746dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DEALERTRACK TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

242309102

(CUSIP Number)

December 5, 2014

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 purposes 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. 242309102		Page \| 2


1.	Name of reporting persons: MPL (Cayman) LP
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Cayman Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹
12.	Type of reporting person (see instructions): PN

¹	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 3


1.	Name of reporting persons: MPL (Cayman) GP LTD
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Cayman Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%²
12.	Type of reporting person (see instructions): OO

²	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 4


1.	Name of reporting persons: Apax Europe VI GP Co. Limited
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%³
12.	Type of reporting person (see instructions): OO

³	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 5


1.	Name of reporting persons: Apax Europe VI GP L.P. Inc.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁴
12.	Type of reporting person (see instructions): OO

⁴	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 6


1.	Name of reporting persons: Apax Europe VI-A, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁵
12.	Type of reporting person (see instructions): PN

⁵	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 7


1.	Name of reporting persons: Apax Europe VI-1, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁶
12.	Type of reporting person (see instructions): PN

⁶	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 8


1.	Name of reporting persons: Apax Europe VII GP Co. Limited
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁷
12.	Type of reporting person (see instructions): OO

⁷	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 9


1.	Name of reporting persons: Apax Europe VII GP L.P. Inc.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁸
12.	Type of reporting person (see instructions): OO

⁸	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 10


1.	Name of reporting persons: Apax Europe VII-1, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%⁹
12.	Type of reporting person (see instructions): PN

⁹	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 11


1.	Name of reporting persons: Apax Europe VII-A, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹⁰
12.	Type of reporting person (see instructions): PN

¹⁰	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 12


1.	Name of reporting persons: Apax Europe VII-B, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹¹
12.	Type of reporting person (see instructions): PN

¹¹	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 13


1.	Name of reporting persons: Apax Guernsey (Holdco) PCC Limited
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹²
12.	Type of reporting person (see instructions): OO

¹²	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 14


1.	Name of reporting persons: Apax US VII, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Cayman Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹³
12.	Type of reporting person (see instructions): PN

¹³	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 15


1.	Name of reporting persons: Apax US VII GP, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Cayman Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹⁴
12.	Type of reporting person (see instructions): PN

¹⁴	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 16


1.	Name of reporting persons: Apax US VII GP, Ltd.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Cayman Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: 258,131
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: 100
9.	Aggregate amount beneficially owned by each reporting person: 258,131
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.5%¹⁵
12.	Type of reporting person (see instructions): OO

¹⁵	The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Company’s Form 10-Q/A filed on November 12, 2014).


CUSIP No. 242309102		Page \| 17


1.	Name of reporting persons: Megrue, John F
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: United States
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: -0-
		6.	Shared voting power: -0-
		7.	Sole dispositive power: -0-
		8.	Shared dispositive power: -0-
9.	Aggregate amount beneficially owned by each reporting person: -0-
10.	Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): IN

Page | 18

Item 1.

(a).

Name of Issuer

Dealertrack Technologies, Inc. (the “Company”)

(b).

Address of Issuer’s Principal Executive Offices:

1111 Marcus Avenue

Suite M04

Lake Success, NY 11042

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

MPL (CAYMAN) LP

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: CAYMAN ISLANDS

MPL (CAYMAN) GP LTD

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: CAYMAN ISLANDS

APAX EUROPE VI GP CO. LIMITED

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: GUERNSEY

APAX EUROPE VI GP L.P. INC.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: GUERNSEY

APAX EUROPE VI-A, L.P.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: ENGLAND

APAX EUROPE VI-1, L.P.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: ENGLAND

Page | 19

APAX EUROPE VII GP CO. LIMITED

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: GUERNSEY

APAX EUROPE VII GP L.P. INC.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: GUERNSEY

APAX EUROPE VII-1, L.P.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: ENGLAND

APAX EUROPE VII-A, L.P.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: ENGLAND

APAX EUROPE VII-B, L.P.

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: ENGLAND

APAX GUERNSEY (HOLDCO) PCC LIMITED

THIRD FLOOR, ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

ST. PETER PORT, GUERNSEY X0 GY1 2HJ

PLACE OF ORGANIZATION: GUERNSEY

APAX US VII, L.P.

P.O. BOX 908GT

GEORGETOWN

GRAND CAYMAN E9 KY1-9002

PLACE OF ORGANIZATION: CAYMAN ISLANDS

APAX US VII GP, L.P.

C/O WALKER SPV LIMITED

WALKER HOUSE, PO BOX 908GT

GEORGE TOWN, GRAND CAYMAN E9 KY1-9002

PLACE OF ORGANIZATION: CAYMAN ISLANDS

Page | 20

APAX US VII GP, LTD.

P.O. BOX 908GT

GEORGE TOWN, GRAND CAYMAN E9 KY1-9002

PLACE OF ORGANIZATION: CAYMAN ISLANDS

MEGRUE, JOHN F

C/O APAX PARTNERS, L.P.

601 LEXINGTON AVENUE, 53RD FLOOR

CITIZENSHIP: UNITED STATES

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

MPL (Cayman) LP is owned by Apax Europe VI Nominees Ltd (holding 18.7% as a nominee for Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P.), Apax Europe VII Nominees Ltd (holding 73.2% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.) and Apax US VII, L.P. (holding 8.0%). MPL (Cayman) GP Ltd. is the general partner of MPL (Cayman) LP. MPL (Cayman) GP Ltd. is owned by Apax Europe VI Nominees Ltd. (holding 33.33%), Apax Europe VII Nominees Ltd. (holding 33.33%) and Apax US VII, L.P. (holding 33.33%).

Apax Europe VI GP L.P. Inc. is the general partner of each of Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. Apax Europe VI GP Co. Limited is the general partner of Apax Europe VI GP L.P. Inc. Apax Europe VI GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited.

Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Europe VII GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited.

Apax US VII GP, L.P. is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. Apax Guernsey (Holdco) PCC Limited, as a result of a transfer of John F. Megrue’s 100% equity interests in Apax US VII GP, Ltd., owns 100% of the equity interests of Apax US VII GP, Ltd.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value (the “Common Stock”)

Item 2(e).

CUSIP Number:

242309102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

As of the date hereof each of the Reporting Persons other than Mr. Megrue may be deemed to be the beneficial owner of the 258,131 shares of Common Stock held by MPL (Cayman) LP.

Page | 21

(b)

Percent of class:

See Item 11 of each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

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 5 percent of the class of securities, check the following x.

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below the undersigned certifies that, to its best knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page | 22

SIGNATURES

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

DATED: December 12, 2014


MPL (CAYMAN) LP

By:		MPL (Cayman) GP Ltd,
		Its general partner

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

MPL (CAYMAN) GP LTD

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VI GP CO. LIMITED

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VI GP L.P. INC.

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director of General Partner

APAX EUROPE VI-A LP

By:		Apax Europe VI GP L.P. Inc.,
		Its general partner

By:		Apax Europe VI GP Co. Limited,
		Its general partner

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

Page | 23


APAX EUROPE VI-1 LP

By:		Apax Europe VI GP L.P. Inc.,
		Its general partner

By:		Apax Europe VI GP Co. Limited,
		Its general partner

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VII GP CO. LIMITED

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VII GP LP. INC.

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VII - 1, L.P.

By:		Apax Europe VII GP L.P. Inc.,
		Its general partner

By:		Apax Europe VII GP Co. Limited,
		Its general partner

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

APAX EUROPE VII - A, L.P.

By:		Apax Europe VII GP L.P. Inc.,
		Its general partner

By:		Apax Europe VII GP Co. Limited,
		Its general partner

By:		/s/ A.W. Guille
Name:		A.W. Guille
Title:		Director

Page | 24


APAX EUROPE VII - B, L.P.

By:	Apax Europe VII GP L.P. Inc.,
	Its general partner

By:	Apax Europe VII GP Co. Limited,
	Its general partner

By:	/s/ A.W. Guille
Name:	A.W. Guille
Title:	Director

APAX GUERNSEY (HOLDCO) PCC LIMITED

By:	/s/ A.W. Guille
Name:	A.W. Guille
Title:	Director

APAX US VII, L.P.

By:	Apax US VII GP, L.P.
	Its General Partner

By:	Apax US VII GP, Ltd.
	Its General Partner

By:	/s/ Mitchell L. Truwit
	Name:	Mitchell L. Truwit
	Title:	CEO

APAX US VII GP, L.P.

By:	Apax US VII GP, Ltd.
	Its General Partner

By:	/s/ Mitchell L. Truwit
	Name:	Mitchell L. Truwit
	Title:	CEO

APAX US VII GP, LTD.

By:	/s/ Mitchell L. Truwit
Name:	Mitchell L. Truwit
Title:	CEO

MEGRUE, JOHN F

By:	/s/ John Megrue
Name	John Megrue