|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Investments II, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
40,844,374*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
40,844,374*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,844,374*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Partners II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
37,318,811
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
37,318,811
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,318,811
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Affiliated Investors II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
648,306
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
648,306
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,306
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allegheny New Mountain Partners, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
2,877,257
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,877,257
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,257
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Capital, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
40,844,374*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
40,844,374*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,844,374*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven B. Klinsky
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
40,844,374*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
40,844,374*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,844,374*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kathleen deLaski
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
125,330**
|
|
8
|
SHARED VOTING POWER
81,760***
|
||
9
|
SOLE DISPOSITIVE POWER
125,330**
|
||
10
|
SHARED DISPOSITIVE POWER
81,760***
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,090
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward Grubb
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
52,330**
|
|
8
|
SHARED VOTING POWER
81,760***
|
||
9
|
SOLE DISPOSITIVE POWER
40,000**
|
||
10
|
SHARED DISPOSITIVE POWER
81,760***
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,090
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onae Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
114,835
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
114,835
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,835
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alvaro Pascotto
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 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
114,835**
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
114,835**
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,835**
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daphne Jean deLaski Irrevocable Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
42,665
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
42,665
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,665
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
CUSIP No. 24784L105
|
SCHEDULE 13D
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dana Nancy deLaski Irrevocable Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO*
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
42,665
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
42,665
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,665
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
Exhibit No.
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of August 26, 2012, by and among Deltek, Inc., Project Diamond Holdings Corporation and Project Diamond Merger Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed August 27, 2012, and incorporated herein by reference).
|
10.1
|
Written Consent and Voting Agreement, dated as of August 26, 2012, by and among Project Diamond Holdings Corporation, New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P. and Deltek, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 27, 2012, and incorporated herein by reference).
|
NEW MOUNTAIN INVESTMENTS II, L.L.C. | ||||
|
By:
|
/s/ Steven B. Klinsky | ||
Name: | Steven B. Klinsky | |||
Title: | Managing Member | |||
NEW MOUNTAIN PARTNERS II, L.P. | ||||
|
By:
|
/s/ Steven B. Klinsky | ||
Name: | Steven B. Klinsky | |||
Title: | Managing Member of the GP of | |||
New Mountain Partners II, L.P.
|
||||
NEW MOUNTAIN AFFILIATED INVESTORS II, L.P.
|
||||
|
By:
|
/s/ Steven B. Klinsky | ||
Name: | Steven B. Klinsky | |||
Title: | Managing Member of the GP of | |||
New Mountain Affiliated Investors II, L.P.
|
||||
ALLEGHENY NEW MOUNTAIN PARTNERS, L.P.
|
||||
|
By:
|
/s/ Steven B. Klinsky | ||
Name: | Steven B. Klinsky | |||
Title: | Managing Member of the GP of | |||
Allegheny New Mountain Partners, L.P.
|
||||
NEW MOUNTAIN CAPITAL, L.L.C.
|
||||
|
By:
|
/s/ Steven B. Klinsky | ||
Name: | Steven B. Klinsky | |||
Title: |
Chief Executive Officer
|
|||
|
/s/ Steven B. Klinsky | ||
STEVEN B. KLINSKY | |||
KENNETH E. DELASKI
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
KATHLEEN DELASKI
|
||||
|
By:
|
/s/ Salman Ahmad | ||
Name: | Salman Ahmad | |||
Title: | Attorney-in-Fact(2) | |||
EDWARD GRUBB
|
||||
|
By:
|
/s/ Salman Ahmad | ||
Name: | Salman Ahmad | |||
Title: | Attorney-in-Fact(2) | |||
THE TENA RENKEN DELASKI MARITAL TRUST
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
THE ONAE TRUST
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
ALVARO PASCOTTO
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
THE DAPHNE JEAN DELASKI IRREVOCABLE TRUST
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
THE DANA NANCY DELASKI IRREVOCABLE TRUST
|
||||
|
By:
|
/s/ Robert E. Gregg | ||
Name: | Robert E. Gregg | |||
Title: | Attorney-in-Fact(1) | |||
|
(1)
|
A Power of Attorney authorizing Robert E. Gregg to act on behalf of the Reporting Person has previously been filed with the Commission.
|
|
(2)
|
A Power of Attorney authorizing Salman Ahmad to act on behalf of the Reporting Person has previously been filed with the Commission.
|