| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Orbitz Worldwide, Inc. [ OWW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2010 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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, par value $.01 per share | 01/26/2010 | P(1) | 9,025,271(1) | A | $5.54 | 55,046,598 | I | See footnotes(2)(3)(4)(5) | ||
| Common Stock, par value $.01 per share | 90,167.177 | I | See footnotes(6)(7) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. In connection with a Stock Purchase Agreement dated November 4, 2009, between Orbitz Worldwide, Inc. (the "Company") and Travelport Limited, the shares reported as acquired on this Form 4 (the "Common Stock") were acquired by TDS Investor (Luxembourg) S.a.r.l. ("Luxco") for $50,000,001.34 in cash. No shares of the Company were acquired on the open market. |
| 2. TDS Investor (Cayman) L.P. ("TDS Cayman") indirectly owns Luxco. TDS Investor (Cayman) GP Ltd. ("TDS Cayman GP") is the general partner of TDS Cayman. Blackstone Capital Partners (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., BCP (Cayman) V-S L.P. and BCP V Co-Investors (Cayman) L.P. (collectively, the "BCP Funds"), Blackstone Family Investment Partnership (Cayman) V L.P. and Blackstone Participation Partnership (Cayman) V L.P. (collectively, the "Blackstone Funds") and Blackstone Family Investment Partnership (Cayman) V-SMD L.P. collectively have voting control over TDS Cayman GP and collectively have investment and voting control over the shares of Common Stock that are directly and indirectly beneficially owned by TDS Cayman. |
| 3. Blackstone Management Associates (Cayman) V L.P. ("BMA") is a general partner of each of the BCP Funds. Blackstone LR Associates (Cayman) V Ltd. ("BLRA" and, together with BMA, the "Blackstone Group") is a general partner of BMA and each of the Blackstone Funds. |
| 4. As a general partner of TDS Cayman, TDS Cayman GP may be deemed to be a beneficial owner of such shares of Common Stock. As a general partner of each of the BCP Funds, BMA may be deemed to be a beneficial owner of such shares of Common Stock. As a general partner of the Blackstone Funds and BMA, BLRA may also be deemed to be a beneficial owner of such shares of Common Stock. Mr. Stephen A. Schwarzman is a director and a controlling person of BLRA and, as such, may be deemed to a beneficial owner of such shares of Common Stock. Mr. Paul C. Schorr IV is a director of BLRA and, as such, may also be deemed to share beneficial ownership of such shares of Common Stock. Ms. Jill A. Greenthal is a senior advisor of the Private Equity Group of the Blackstone Group and, as such, may also be deemed to share beneficial ownership of such shares of Common Stock. Mr. Schorr and Ms. Greenthal are also directors of Orbitz Worldwide, Inc. |
| 5. Each of BMA, BLRA and Messrs. Schwarzman and Schorr and Ms. Greenthal disclaims beneficial ownership of any shares of Common Stock pursuant to Rule 16a-1(a)(1) or otherwise, except to the extent of its or his or her pecuniary interest in such shares of Common Stock. |
| 6. Represents restricted stock units ("RSUs") granted under the Orbitz Worldwide, Inc. Non-Employee Directors Deferred Compensation Plan to Paul Schorr IV. Each restricted stock unit represents a right to receive one share of Orbitz Worldwide, Inc. (the "Company") common stock, par value $0.01 per share (the "Common Stock"), on the date which is 200 days immediately following the date upon which Mr. Schorr's service as a member of the Company's Board of Directors terminates for any reason. The restricted stock units are immediately vested and non-forfeitable. The grant of restricted stock units is part of Mr. Schorr's compensation as a non-employee member of the Company's Board of Directors. The restricted stock units were issued to Blackstone Management Partners L.L.C. (formerly known as Blackstone Management Partners V L.L.C.) ("BMP"), the Investment Advisor to certain of the Blackstone entities invested in the Company, of which Mr. Schorr is a member. |
| 7. These RSUs are held by BMP. Mr. Schwarzman is chief executive officer and controlling person of BMP and, as such, may be deemed to be a beneficial owner of such RSUs. Mr. Schwarzman disclaims beneficial ownership in the RSUs issued to BMP pursuant to Rule 16a-1(a)(1) or otherwise, except to the extent of his pecuniary interest in such RSUs. |
| Remarks: |
| Exhibit 99.1 - Joint Filer Information |
| Stephen A. Schwarzman Please see attached Joint Filer Information for signatures of other Reporting Persons | 01/28/2010 | |
| ** 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. | ||