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
R H DONNELLEY CORP [ RHD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2006 | ||||||||||||||||||||||||||
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 | 06/01/2006 | A | 1,500(1)(2)(3)(4)(5)(6)(7) | A(2)(3)(4)(5)(6)(7) | $0.00 | 1,500(1)(2)(3)(4)(5)(6)(7) | D(2)(3)(4)(5)(6)(7) |
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 | ||||||||
Stock Option (Right to Buy) | $54.47 | 06/01/2006 | A | 1,500(2)(3)(4)(5)(6)(7) | (8) | 06/01/2013 | Common Stock | 1,500 | $0.00 | 1,500(2)(3)(4)(5)(6)(7) | D(2)(3)(4)(5)(6)(7) |
Explanation of Responses: |
1. The shares of common stock of the Issuer are subject to forfeiture and vest in equal installments on the day immediately preceding each of the next three annual shareholder meetings of the Issuer, subject to continued board service. |
2. Mr. Attwood is associated with TCG Holdings, LLC, a Delaware limited liability company ("TCG") and its affiliated companies. 9,424,360 shares of common stock of R.H. Donnelley Corporation (the "Issuer") are deemed beneficially owned by TCG. |
3. Carlyle Partners III, LP directly holds 5,922,560 shares, CP III Coinvestment, LP directly holds 208,227 shares, Carlyle-Dex Partners LP directly holds 1,270,302 shares, and Carlyle-Dex Partners II LP directly holds 1,731,856 shares of common stock (together, the "Carlyle Funds"). TC Group, LLC exercises investment discretion and control over the shares directly held by each of the Carlyle Funds through its indirect subsidiary TC Group III, LP, which is the sole general partner of each of the Carlyle Funds. TC Group, LLC is the sole managing member of the TC Group III, LLC, which is the sole general partner of TC Group III, LP. |
4. Carlyle High Yield Partners, LP directly holds 291,415 shares of common stock. TC Group, LLC exercises investment discretion and control over the shares directly held by Carlyle High Yield Partners, LP through its indirect subsidiary TCG High Yield, LLC, which is the sole general partner of Carlyle High Yield Partners, LP. TC Group, LLC is the sole managing member of TCG High Yield Holdings, LLC. TCG High Yield Holdings, LLC is the managing member of TCG High Yield, LLC. |
5. TCG is the sole managing member of TC Group, LLC, and, in such capacity, exercises investment discretion and control of the shares beneficially owned by TC Group, LLC. |
6. TCG is managed by a three-person board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG, may be deemed to share beneficial ownership of the shares shown as beneficially owned by TCG. Such persons disclaim beneficial ownership of the shares beneficially owned by TCG. |
7. Mr. Attwood disclaimes beneficial ownership of the common stock that may be deemed beneficially owned by TCG, TC Group, LLC, the Carlyle Funds and their affiliated companies. |
8. The option vests in equal installments on the day immediately preceding each of the next three annual shareholder meetings of the Issuer, subject to continued board service. |
Remarks: |
/s/ James A. Attwood, Jr. | 07/19/2006 | |
** 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. |