Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qk3+cAMYQmXrx0qE0Yl46g1v3vqX6AB7AmeTqLYpwW0y/rVCePP2uXOLTR+Fb00w 0jo7g8Heqhh/lGGSzvMhAg== 0001193125-07-031038.txt : 20070214 0001193125-07-031038.hdr.sgml : 20070214 20070214115457 ACCESSION NUMBER: 0001193125-07-031038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: BAIN CAPITAL FUND VIII, LLC GROUP MEMBERS: BCIP ASSOCIATES III, LLC GROUP MEMBERS: BCIP ASSOCIATES III-B, LLC GROUP MEMBERS: BCIP T ASSOCIATES III, LLC GROUP MEMBERS: BCIP T ASSOCIATES III-B, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Innophos Holdings, Inc. CENTRAL INDEX KEY: 0001364099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 201380758 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82169 FILM NUMBER: 07616076 BUSINESS ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: (609) 495 2495 MAIL ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL FUND VII LLC CENTRAL INDEX KEY: 0001218984 IRS NUMBER: 223850292 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175612000 MAIL ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Innophos Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

45774N 10 8

(CUSIP Number)

December 31, 2006

(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)

¨	Rule 13d-1(c)

x	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 disclosures provided in a prior cover page.

The information required on 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).


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Bain Capital Fund VII, LLC EIN No.: 22-3850292
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		4,306,115 Shares
		6. SHARED VOTING POWER

		0
		7. SOLE DISPOSITIVE POWER

		4,306,115 Shares
		8. SHARED DISPOSITIVE POWER

		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,306,115 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

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

	21.24%
12.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 3 of 14 Pages


13.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Bain Capital Fund VIII, LLC EIN No.: 20-1218594
14.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
15.		SEC USE ONLY

16.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17. SOLE VOTING POWER

		4,856,018 Shares
		18. SHARED VOTING POWER

		0
		19. SOLE DISPOSITIVE POWER

		4,856,018 Shares
		20. SHARED DISPOSITIVE POWER

		0


21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,856,018 Shares
22.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	23.96%
24.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 4 of 14 Pages


25.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		BCIP Associates III, LLC EIN No.:
26.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
27.		SEC USE ONLY

28.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		29. SOLE VOTING POWER

		774,483 Shares
		30. SHARED VOTING POWER

		0
		31. SOLE DISPOSITIVE POWER

		774,483 Shares
		32. SHARED DISPOSITIVE POWER

		0


33.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	774,483 Shares
34.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

35.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.82%
36.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 5 of 14 Pages


37.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		BCIP T Associates III, LLC EIN No.:
38.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
39.		SEC USE ONLY

40.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		41. SOLE VOTING POWER

		82,615 Shares
		42. SHARED VOTING POWER

		0
		43. SOLE DISPOSITIVE POWER

		82,615 Shares
		44. SHARED DISPOSITIVE POWER

		0


45.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	82,615 Shares
46.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

47.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.41%
48.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 6 of 14 Pages


49.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		BCIP Associates III-B, LLC EIN No.:
50.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
51.		SEC USE ONLY

52.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		53. SOLE VOTING POWER

		52,950 Shares
		54. SHARED VOTING POWER

		0
		55. SOLE DISPOSITIVE POWER

		52,950 Shares
		56. SHARED DISPOSITIVE POWER

		0


57.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	52,950 Shares
58.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

59.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.26%
60.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 7 of 14 Pages


61.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		BCIP T Associates III-B, LLC EIN No.:
62.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) ¨
63.		SEC USE ONLY

64.		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		65. SOLE VOTING POWER

		15,859 Shares
		66. SHARED VOTING POWER

		0
		67. SOLE DISPOSITIVE POWER

		15,859 Shares
		68. SHARED DISPOSITIVE POWER

		0


69.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,859 Shares
70.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

71.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.08%
72.	TYPE OF REPORTING PERSON

	OO- Other


Cusip No. 45774N 10 8		Schedule 13G		Page 8 of 14 Pages

Item 1

(a).

Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Innophos Holdings, Inc. (the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 259 Prospect Plains Road, Cranbury, New Jersey 08512.

Item 2

(a).

Name of Person Filing

This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Bain Capital Fund VII, LLC (“Fund VII LLC”), a Delaware limited liability company, (2) Bain Capital Fund VIII, LLC (“Fund VIII LLC”), a Delaware limited liability company, (3) BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III LLC”), (4) BCIP T Associates III, LLC, a Delaware limited liability company (“BCIP T III LLC”), (5) BCIP Associates III-B, LLC, a Delaware limited liability company (“BCIP III-B LLC”), and (6) BCIP T Associates III-B, LLC, a Delaware limited liability company (“BCIP T III-B LLC”).

Bain Capital Investors, LLC (“BCI”) is the sole general partner of Bain Capital Partners VII, L.P. (“BCP VII”), which is the sole general partner of Bain Capital VII Fund, L.P. (“Fund VII”), which is the managing and sole member of Fund VII, LLC. BCI is the sole general partner of Bain Capital Partners VIII, L.P. (“BCP VIII”), which is the sole general partner of Bain Capital VII Fund, L.P. (“Fund VIII”), which is the managing and sole member of Fund VIII, LLC. BCIP Associates III, a Cayman Islands partnership (“BCIP III”) is the manager and sole member of BCIP III LLC. BCIP Trust Associates III, a Cayman Islands partnership (“BCIP Trust III”) is the manager and sole member of BCIP T III LLC. BCIP Associates III-B, a Cayman Islands partnership (“BCIP III-B”) is the manager and sole member of BCIP III-B LLC. BCIP Trust Associates III-B, a Cayman Islands partnership (“BCIP Trust III-B”) is the manager and sole member of BCIP T III-B LLC. BCI is the managing partner of each of BCIP III, BCIP Trust III, BCIP III-B, and BCIP Trust III-B.

Fund II LLC, Fund VIII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, and BCIP III-B LLC have entered into a Joint Filing Agreement, dated February 14, 2007, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which Fund II LLC, Fund VIII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, and BCIP T III-B LLC have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

Item 2

(b).

Address of Principal Business Office or, if none, Residence

The principal business address of each of the Reporting Persons, BCI, BCP VII, Fund VII, BCP VIII and Fund VIII is c/o Bain Capital Investors, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

Item 2

(c).

Citizenship

Each of the Reporting Persons, BCI, BCP VII, Fund VII, BCP VIII and Fund VIII is organized under the laws of the State of Delaware.


Cusip No. 45774N 10 8		Schedule 13G		Page 9 of 14 Pages

Item 2

(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A Common Stock, par value $0.001 per share.

Item 2

(e).

CUSIP Number

The CUSIP number of the Company’s Class A Common Stock is 45774N 10 8.

Item 3.

Not Applicable.

Item 4.

Ownership

Item 4

(a).

Amount beneficially owned

This Schedule 13G is being filed on behalf of the Reporting Persons. The Reporting Persons may be deemed to beneficially own in the aggregate 10,088,040 shares of Class A Common Stock of the Company representing, in the aggregate, 49.77% of the Company’s Class A Common Stock. The percentage of Class A Common Stock held by the Reporting Persons is based on 20,270,463 shares of Class A Common Stock of the Company outstanding (the “Outstanding Shares”) as of December 14, 2006 based on the Company Form 10-Q for the period ended September 30, 2006.

As of the close of business on December 31, 2006, the following shares were owned by the Reporting Persons:

Fund VII LLC owned 4,306,115 shares of the Class A Common Stock of the Company, representing approximately 21.24% of the Outstanding Shares. Fund VII LLC acts by and through its managing and sole member, Fund VII. Fund VII acts by and through its sole general partner, BCP VII. BCP VII acts by and through its sole general partner, BCI.

Fund VIII LLC owned 4,856,018 shares of the Class A Common Stock of the Company, representing approximately 23.96% of the Outsanding Shares. Fund VIII LLC acts by and through its managing and sole member, Fund VIII. Fund VIII acts by and through its sole general partner, BCP VIII. BCP VIII acts by and through its sole general partner, BCI.

BCIP III LLC owned 774,483 shares of the Company, representing approximately 3.82% of the Outstanding Shares. BCIP III LLC acts by and through its manager and sole member, BCIP III. BCIP III acts by and through its managing partner, BCI.

BCIP T III LLC owned 82,615 shares of the Company, representing approximately 0.41% of the Outstanding Shares. BCIP T III LLC acts by and through its manager and sole member, BCIP Trust III. BCIP Trust III acts by and through its managing partner, BCI.

BCIP III-B LLC owned 52,950 shares of the Company, representing approximately 0.26% of the Outstanding Shares. BCIP III-B LLC acts by and through its manager and sole member, BCIP III-B. BCIP III-B acts by and through its managing partner, BCI.


Cusip No. 45774N 10 8		Schedule 13G		Page 10 of 14 Pages

BCIP T III-B LLC owned 15,859 shares of the Company, representing approximately 0.08% of the Outstanding Shares. BCIP T III-B LLC acts by and through its manager and sole member, BCIP Trust III-B. BCIP Trust III-B acts by and through its managing partner, BCI.

Item 4

(b).

Percent of Class

See Item 4(a) hereof.

Item 4

(c).

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

Fund VII LLC

4,306,115

Fund VIII LLC

4,856,018

BCIP III LLC

774,483

BCIP T III LLC

82,615

BCIP III-B LLC

52,950

BCIP T III-B LLC

15,859

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of:

Fund VII LLC

4,306,115

Fund VIII LLC

4,856,018

BCIP III LLC

774,483

BCIP T III LLC

82,615

BCIP III-B LLC

52,950

BCIP T III-B LLC

15,859

(iv)

shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

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.


Cusip No. 45774N 10 8		Schedule 13G		Page 11 of 14 Pages


Item 9.		Notice of Dissolution of Group

		Not Applicable.

Item 10.		Certification

		Not Applicable.


Cusip No. 45774N 10 8		Schedule 13G		Page 12 of 14 Pages

SIGNATURES

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 14, 2007

	BAIN CAPITAL FUND VII, LLC
	By:	Bain Capital Fund VII, L.P., its sole member
	By:	Bain Capital Partners VII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner

	BAIN CAPITAL FUND VIII, LLC
	By:	Bain Capital Fund VIII, L.P., its sole member
	By:	Bain Capital Partners VIII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner

	BCIP ASSOCIATES III, LLC
	By:	BCIP Associates III, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP T ASSOCIATES III, LLC
	By:	BCIP Trust Associates III, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP ASSOCIATES III-B, LLC
	By:	BCIP Associates III-B, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP T ASSOCIATES III-B, LLC
	By:	BCIP Trust Associates III-B, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	By:	/s/ Michael Goss
	Name:	Michael Goss
	Title:	Managing Director


Cusip No. 45774N 10 8		Schedule 13G		Page 13 of 14 Pages

EXHIBIT INDEX


Exhibit A		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


Dated February 14, 2007

	BAIN CAPITAL FUND VII, LLC
	By:	Bain Capital Fund VII, L.P., its sole member
	By:	Bain Capital Partners VII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner

	BAIN CAPITAL FUND VIII, LLC
	By:	Bain Capital Fund VIII, L.P., its sole member
	By:	Bain Capital Partners VIII, L.P., its general partner
	By:	Bain Capital Investors, LLC, its general partner

	BCIP ASSOCIATES III, LLC
	By:	BCIP Associates III, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP T ASSOCIATES III, LLC
	By:	BCIP Trust Associates III, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP ASSOCIATES III-B, LLC
	By:	BCIP Associates III-B, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	BCIP T ASSOCIATES III-B, LLC
	By:	BCIP Trust Associates III-B, its sole member
	By:	Bain Capital Investors, LLC, its managing partner

	By:	/s/ Michael Goss
	Name:	Michael Goss
	Title:	Managing Director

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