| 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
C&D TECHNOLOGIES INC [ CHP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2007 | ||||||||||||||||||||||||||
|
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 $0.01 per share | 02/21/2007 | J(1) | 1,507 | A | $0 | 1,507 | I | See footnotes(1)(2)(3) | ||
| Common Stock, par value $0.01 per share | 3,123,834 | D(5) | ||||||||
| Common Stock, par value $0.01 per share | 3,123,834 | I | See footnotes(2)(3) | |||||||
|
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 | ||||||||
| Stock Option (Right to Buy) | $5.53 | 02/21/2007 | J(4) | 1,334 | 02/01/2007 | 02/01/2017 | Common Stock | 1,334 | $5.53 | 1,334 | I | See footnotes(2)(3)(4) | |||
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
| ||||||||||||||||||||||||
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
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The shares of common stock were granted to Michael H. Kalb ("Kalb"), a Vice President of SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), in his capacity as a director of the Issuer. Pursuant to an agreement between Kalb and SCSF Equities dated February 21, 2007 (the "Agreement"), Kalb holds such shares of common stock for the sole benefit of SCSF Equities and, upon the sale of such shares of common stock (at Kalb's sole discretion), all net after-tax cash proceeds received by Kalb therefrom (if any) promptly shall be remitted by Kalb to SCSF Equities. SCSF Equities may, therefore, be deemed the indirect beneficial owner of all such shares of common stock. |
| 2. Such securities may also be deemed to be indirectly beneficially owned by Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation ("Sun Offshore Fund"), Sun Capital Securities Fund, LP, a Delaware limited partnership ("Sun Securities Fund"), Sun Capital Securities Advisors, LP, a Delaware limited partnership ("Sun Advisors"), Sun Capital Securities, LLC, a Delaware limited liability company ("Sun Capital Securities"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund. Sun Offshore Fund owns a majority of the membership interests in SCSF Equities. |
| 3. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of their being the only directors of the Sun Offshore Fund. Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse expressly disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that any of Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder or Krouse is, for Section 16 purposes or otherwise, the beneficial owner of such securities. |
| 4. The options were granted to Kalb, a Vice President of SCSF Equities, in his capacity as a director of the Issuer. Pursuant to the Agreement, Kalb holds all such stock options for the sole benefit of SCSF Equities and, upon the sale of the shares of common stock issued upon exercise of such reported options (at Kalb's sole discretion), all net after-tax cash proceeds received by Kalb therefrom (if any) promptly shall be remitted by Kalb to SCSF Equities. SCSF Equities may, therefore, be deemed the indirect beneficial owner of all such reported options. |
| 5. SCSF Equities is the direct beneficial owner of such shares of common stock. |
| SCSF EQUITIES, LLC, By: /s/ Marc J. Leder, its Co-CEO | 02/21/2007 | |
| SUN CAPITAL SECURITIES OFFSHORE FUND, LTD., By: /s/ Marc J. Leder, its Director | 02/21/2007 | |
| SUN CAPITAL SECURITIES FUND, LP, By: Sun Capital Securities Advisors, LP, Its: General Partner, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Marc J. Leder, its Co-CEO | 02/21/2007 | |
| SUN CAPITAL SECURITIES ADVISORS, LP, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Marc J. Leder, its Co-CEO | 02/21/2007 | |
| SUN CAPITAL SECURITIES, LLC, By: /s/ Marc J. Leder, its Co-CEO | 02/21/2007 | |
| /s/ Marc J. Leder | 02/21/2007 | |
| /s/ Rodger R. Krouse | 02/21/2007 | |
| ** 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. | ||