| 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
Lumber Liquidators, Inc. [ LL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2008 | ||||||||||||||||||||||||||
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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 | 08/27/2008 | J(1) | 1,214,000 | D | (19) | 3,212,835 | I | See Footnote 2(2) | ||
| Common Stock | 08/27/2008 | J(3) | 215,069 | A | (19) | 215,069 | I | See Footnote 4(4) | ||
| Common Stock | 08/27/2008 | J(5) | 215,069 | D | (19) | 0 | I | See Footnote 6(6) | ||
| Common Stock | 08/27/2008 | J(7) | 2,151 | A | (19) | 2,151 | D | |||
| Common Stock | 08/27/2008 | J(8) | 262,000 | D | (19) | 694,333 | I | See Footnote 9(9) | ||
| Common Stock | 08/27/2008 | J(10) | 35,897 | A | (19) | 35,897 | I | See Footnote 11(11) | ||
| Common Stock | 08/27/2008 | J(12) | 35,897 | D | (19) | 0 | I | See Footnote 13(13) | ||
| Common Stock | 08/27/2008 | J(14) | 359 | A | (19) | 2,510 | D | |||
| Common Stock | 08/27/2008 | J(15) | 24,000 | D | (19) | 64,535 | I | See Footnote 16(16) | ||
| Common Stock | 90,641 | I | See Footnote 17(17) | |||||||
| Common Stock | 16,269 | I | See Footnote 18(18) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. TA IX L.P. distributed 1,214,000 shares pro rata for no consideration to the partners of TA IX L.P. in a transaction exempt under Rule 16a-9(a). |
| 2. These securities are owned solely by TA IX L.P. TA Associates, Inc. is the Manager of TA Associates IX LLC, which is the General Partner and a Limited Partner of TA IX L.P. Each of TA Associates, Inc. and TA Associates IX LLC may be deemed to have a beneficial interest in shares held by TA IX L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events. |
| 3. TA Associates IX LLC is the General Partner and a Limited Partner of TA IX L.P. and received 215,069 shares from TA IX L.P. in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a). |
| 4. These securities are owned solely by TA Associates IX LLC. TA Associates, Inc. is the Manager of TA Associates IX LLC, which is the General Partner and a Limited Partner of TA IX L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Associates IX LLC and diclaims beneficial interest of such shares, except to the extent of its pecuniary interest in 2,151 shares. |
| 5. TA Associates IX LLC distributed 215,069 shares pro rata for no consideration to the partners of TA Associates IX LLC in a transaction exempt under Rule 16a-9(a). |
| 6. These securities are owned solely by TA Associates IX LLC. TA Associates, Inc. is the Manager of TA Associates IX LLC, which is the General Partner and a Limited Partner of TA IX L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Associates IX LLC and diclaims beneficial interest of such shares, except to the extent of its pecuniary interest in such shares. |
| 7. TA Associates, Inc. is the General Partner of TA Associates IX LLC and received 2,151 shares from TA Associates IX LLC in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a). |
| 8. TA/Atlantic and Pacific IV L.P. distributed 262,000 shares pro rata for no consideration to the partners of TA/Atlantic and Pacific IV L.P. in a transaction exempt under Rule 16a-9(a). |
| 9. These securities are owned solely by TA/Atlantic and Pacific IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. Each of TA Associates, Inc. and TA Associates AP IV L.P. may be deemed to have a beneficial interest in shares held by TA Atlantic and Pacific IV L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events. |
| 10. TA Associates AP IV L.P. is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. and received 35,897 shares from TA/Atlantic and Pacific IV L.P. in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a). |
| 11. These securities are owned solely by TA Associates AP IV L.P. TA Associates, Inc. is the Manager of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Associates AP IV L.P. and diclaims beneficial interest of such shares, except to the extent of its pecuniary interest in 359 shares. |
| 12. TA Associates AP IV L.P. distributed 35,897 shares pro rata for no consideration to the partners of TA Associates AP IV L.P. in a transaction exempt under Rule 16a-9(a). |
| 13. These securities are owned solely by TA Associates AP IV L.P. TA Associates, Inc. is the Manager of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Associates AP IV L.P. and diclaims beneficial interest of such shares, except to the extent of its pecuniary interest in such shares. |
| 14. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P. and received 359 shares from TA Associates AP IV L.P. in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a). |
| 15. TA Investors II L.P. distributed 24,000 shares pro rata for no consideration to the partners of TA Investors II L.P. in a transaction exempt under Rule 16a-9(a). |
| 16. These securities are owned solely by TA Investors II L.P. TA Associates, Inc. is the General Partner of TA Investors II L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Investors II L.P. and disclaims beneficial ownership of such shares. |
| 17. These securities are owned solely by TA Strategic Partners Fund A L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund A L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund A L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events. |
| 18. These securities are owned solely by TA Strategic Partners Fund B L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund B L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund B L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events. |
| 19. Not Applicable |
| Remarks: |
| The Reporting Persons are members of a 13(d) group owning more than 10% of the issuer's outstanding common stock. The Reporting Persons have a representative on the Issuer's board of directors. Richard D. Tadler currently serves as the Reporting Persons' representative on the board of directors and, as such, the Reporting Persons are deemed directors of the issuer. |
| TA IX L.P., By TA Associates IX LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Associates IX LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA/Atlantic and Pacific IV L.P., By TA Associates AP IV L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Associates AP IV L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Investors II L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Strategic Partners Fund A L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Strategic Partners Fund B L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| TA Associates SPF L.P., By TA Associates, Inc., Its General Patner, By Thomas P. Alber, Chief Financial Officer | 08/28/2008 | |
| ** 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. | ||