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
Animal Health International, Inc. [ AHII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2011 | ||||||||||||||||||||||||||
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 | 06/10/2011 | D | 6,271,892 | D | $4.25(1) | 0 | D(2)(3) |
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 | ||||||||
Deferred Stock Units | (4) | 06/10/2011 | D | 200,931 | (4) | (4) | Common Stock | 200,931 | $4.25 | 0 | I | See Footnotes(3)(5) |
Explanation of Responses: |
1. Converted pursuant to the merger agreement by and among the issuer, Lextron, Inc. and Buffalo Acquisition, Inc. into the right to receive $4.25 per share in cash, without interest. |
2. Consisted of shares held directly by Charlesbank Equity Fund VI, Limited Partnership, and shares held by CB Offshore Equity Fund VI, L.P., Charlesbank Equity Coinvestment Fund VI, Limited Partnership and Charlesbank Coinvestment Partners, Limited Partnership, each an affiliated investment fund of Charlesbank Equity Fund VI, Limited Partnership. |
3. Charlesbank Capital Partners, LLC ("Charlesbank") is the general partner of Charlesbank Coinvestment Partners, Limited Partnership. Charlesbank is also the general partner of Charlesbank Equity Fund VI GP, Limited Partnership ("Charlesbank GP"), which is the general partner of Charlesbank Equity Fund VI, Limited Partnership, CB Offshore Equity Fund VI, L.P. and Charlesbank Equity Coinvestment Fund VI, Limited Partnership. Charlesbank and Charlesbank GP may be deemed to share voting and investment power with respect to all shares held by those entities and disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose. |
4. These deferred stock units, each of which was the economic equivalent of one share of common stock in the accounts of Michael Eisenson, Mark Rosen and Brandon White, each a managing director of Charlesbank, were cancelled pursuant to the merger agreement in exchange for $4.25 per share of common stock underlying such deferred stock units in cash, without interest. |
5. The proceeds to be paid out in respect of these deferred stock units pursuant to the merger agreement will be paid (pro rata in relation to their current ownership of common stock of the Company) to Charlesbank Equity Fund VI, Limited Partnership, and CB Offshore Equity Fund VI, L.P., Charlesbank Equity Coinvestment Fund VI, Limited Partnership and Charlesbank Coinvestment Partners, Limited Partnership, each an affiliated investment fund of Charlesbank Equity Fund VI, Limited Partnership, pursuant to a contractual obligation of Messrs. Eisenson, Rosen and White to assign any fees received for service as a director. |
Remarks: |
/s/ Tami E. Nason, Attorney-in-Fact | 06/10/2011 | |
** 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. |