Scott A. Arenare
Managing Director and General Counsel
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
|
Robert P. Davis
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2670
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
HC – CO
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity X, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
96.9 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
96.9 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96.9 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.9% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus X Partners, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
3.1 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3.1 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3.1 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus X, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus X LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100 (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus & Co.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Charles R. Kaye
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 781748108
|
13D
|
Page
|
1
|
NAMES OF REPORTING PERSONS
Joseph P. Landy
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
Not Applicable
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER:
0
|
||||
8
|
SHARED VOTING POWER
100 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
100 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 5)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (See Item 5 )
|
|||||
14
|
TYPE OF REPORTING PERSON
IN
|
1.
|
Joint Filing Agreement, dated April 6, 2011, by and among WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X, L.P., Warburg Pincus X LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co., Warburg Pincus LLC, Messrs. Charles R. Kaye and Joseph P. Landy (incorporated by reference to the Schedule 13D filed April 6, 2011).
|
1.
|
Joint Filing Agreement, dated April 6, 2011, by and among WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X, L.P., Warburg Pincus X LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co., Warburg Pincus LLC, Messrs. Charles R. Kaye and Joseph P. Landy (incorporated by reference to the Schedule 13D filed April 6, 2011).
|