-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYeN2N9GKgPxDxfepAvfcEWdTdpYqrx+MX/eAKrTQUO7fk0vAYful1YXiRg0pO2a uzitaWYTFEuYPo5wewWq2A== 0000950142-08-000982.txt : 20080501 0000950142-08-000982.hdr.sgml : 20080501 20080501215354 ACCESSION NUMBER: 0000950142-08-000982 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080314 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911788300 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 HARRISON STREET STREET 2: 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158088800 MAIL ADDRESS: STREET 1: 2 HARRISON STREET STREET 2: 2ND FLOOR CITY: SAN FRNACISCO STATE: CA ZIP: 94105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINSLEY TOM C CENTRAL INDEX KEY: 0001094153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25331 FILM NUMBER: 08796494 BUSINESS ADDRESS: BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: BMC SOFTWARE INC STREET 2: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042 4 1 form4_tinsley031408-cpiex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0202 4 2008-03-14 1 0001060801 CRITICAL PATH INC CPTH.OB 0001094153 TINSLEY TOM C C/O GENERAL ATLANTIC SERVICE COMPANY LLC 3 PICKWICK PLAZA GREENWICH CT 06830 1 0 0 0 Common Stock 2008-03-14 4 C 0 15103308 A 15103308 I See Footnote Common Stock 2008-04-29 4 C 0 13449235 A 28552543 I See Footnote Common Stock 2008-04-29 4 C 0 7337292 A 35889835 I See Footnote Common Stock 2008-04-29 4 J 0 104456020 A 140345855 I See Footnote Common Stock 2008-04-29 4 P 0 18218848 A 158564703 I See Footnote Common Stock 2008-03-14 4 C 0 1148998 A 159713701 I See Footnote Common Stock 2008-04-29 4 C 0 1023158 A 160736859 I See Footnote Common Stock 2008-04-29 4 C 0 511904 A 161248763 I See Footnote Common Stock 2008-04-29 4 J 0 8092571 A 169341334 I See Footnote Common Stock 2008-04-29 4 P 0 1534395 A 170875729 I See Footnote Common Stock 2008-03-14 4 C 0 2131617 A 173007346 I See Footnote Common Stock 2008-04-29 4 C 0 1898172 A 174905518 I See Footnote Common Stock 2008-04-29 4 C 0 938491 A 175844009 I See Footnote Common Stock 2008-04-29 4 J 0 13199328 A 189043337 I See Footnote Common Stock 2008-04-29 4 P 0 2461219 A 191504556 I See Footnote Series D Preferred Stock 2008-03-14 4 C 0 1112744 D Common Stock 15103308 978474 I See Footnote Series D Preferred Stock 2008-04-29 4 C 0 978474 D Common Stock 13449235 0 I See Footnote Series E Preferred Stock 2008-04-29 4 C 0 86 D Common Stock 7337292 0 I See Footnote Series D Preferred Stock 2008-03-14 4 C 0 84653 D Common Stock 1148998 74438 I See Footnote Series D Preferred Stock 2008-04-29 4 C 0 74438 D Common Stock 1023158 0 I See Footnote Series E Preferred Stock 2008-04-29 4 C 0 6 D Common Stock 511904 0 I See Footnote Series D Preferred Stock 2008-03-14 4 C 0 157048 D Common Stock 2131617 138098 I See Footnote Series D Preferred Stock 2008-04-29 4 C 0 138098 D Common Stock 1898172 0 I See Footnote Series E Preferred Stock 2008-04-29 4 C 0 11 D Common Stock 938491 0 I See Footnote Shares of Series D Cumulative Redeemable Convertible Preferred Stock ("Series D Preferred Stock") of Critical Path, Inc. (the "Company") were converted into shares of common stock of the Company ("Common Stock") on March 14, 2008. The remaining shares of Series D Preferred Stock and shares of Series E Redeemable Convertible Preferred Stock (the "Series E Preferred Stock") were converted into shares of Common Stock on April 29, 2008, immediately after the consummation of the Reverse Stock Split (as defined below). Immediately after the consummation on April 29, 2008 of the merger (the "Merger") of CP Merger Co. with and into the Company, with the Company continuing as the surviving corporation, the Company consummated a 70,000-to-1 reverse split of its outstanding shares of Series E Preferred Stock (the "Reverse Stock Split"). Fractional shares of Series E Preferred Stock resulting from the Reverse Stock Split were cashed out. By General Atlantic Partners 74, L.P. ("GAP 74"). See footnote 9. By GapStar, LLC ("GapStar"). See footnote 9. In connection with the Merger, GAP 74 received shares of Common Stock in exchange for the cancellation of the 13.9% Senior Notes of the Company in the principal amount of $6,841,995.29, plus accrued and unpaid interest thereon. In connection with the Merger, GapStar received shares of Common Stock in exchange for the cancellation of its 13.9% Senior Notes of the Company in the principal amount of $530,073.19, plus accrued and unpaid interest thereon, held by GapStar. In connection with the Merger, GAP 74 contributed $1,858,322 to fund a part of the cash merger consideration and received shares of Common Stock in consideration therefor. In connection with the Merger, GapStar contributed $156,508 to fund a part of the cash merger consideration and received shares of Common Stock in consideration therefor. By GAP Coinvestment Partners II, L.P. ("GAPCO II"). General Atlantic LLC ("GA LLC") is the general partner of GAP 74 and the sole member of GapStar. The general partners of GAPCO II are also Managing Directors of GA LLC. Mr. Tinsley is a Managing Director of GA LLC and a general partner of GAPCO II, and disclaims beneficial ownership of all of the reported securities except to the extent of his pecuniary interest therein. In connection with the Merger, GAPCO II received shares of Common Stock in exchange for the cancellation of the 13.9% Senior Notes of the Company in the amount of $864,571.92, plus accrued and unpaid interest thereon, held by GAPCO II. In connection with the Merger, GAPCO II contributed $251,044 to fund a part of the cash merger consideration and received shares of Common Stock in consideration thereon. /s/ Tom C. Tinsley 2008-05-01 -----END PRIVACY-ENHANCED MESSAGE-----