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
GENTEK INC [ GETI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2006 | ||||||||||||||||||||||||||
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 | 10/10/2006 | P | 381,200(1)(2)(3)(5) | A | $28.2473 | 604,574(6) | I | See footnote(1)(2)(3) | ||
Common Stock | 10/10/2006 | P | 106,400(1)(2)(3)(5) | A | $28.2372 | 710,974(6) | I | See footnote(1)(2)(3) | ||
Common Stock | 10/10/2006 | P | 28,800(1)(2)(5) | A | $28.2473 | 755,074(6) | I | See footnote(1)(2) | ||
Common Stock | 10/10/2006 | P | 8,000(1)(2)(5) | A | $28.2372 | 763,074(6) | I | See footnote(1)(2) |
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 | ||||||||
Tranche B Warrants | $19.98 | 10/10/2006 | P | 26,000(1)(2)(3)(5) | (7) | 11/10/2008 | Common Stock | 83,915 | $34 | 170,311(6) | I | See footnote(1)(2)(3) | |||
Tranche B Warrants | $19.98 | 10/10/2006 | P | 2,000(1)(2)(5) | (7) | 11/10/2008 | Common Stock | 6,455 | $34 | 192,665(6) | I | See footnote(1)(2) | |||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 25,100(4) | (7) | 11/10/2008 | Common Stock | 81,010 | $33.6 | 162,958(6) | D | ||||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 15,400(4) | (7) | 11/10/2008 | Common Stock | 49,704 | $34.7 | 178,358(6) | D | ||||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 32,500(1)(2)(3)(5) | (7) | 11/10/2008 | Common Stock | 104,893 | $33.6 | 202,811(6) | I | See footnote(1)(2)(3) | |||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 20,000(1)(2)(3)(5) | (7) | 11/10/2008 | Common Stock | 64,550 | $34.7 | 229,811(6) | I | See footnote(1)(2)(3) | |||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 2,500(1)(2)(5) | (7) | 11/10/2008 | Common Stock | 8,068 | $33.6 | 245,165(6) | I | See footnote(1)(2) | |||
Tranche B Warrants | $19.98 | 10/11/2006 | P | 1,500(1)(2)(5) | (7) | 11/10/2008 | Common Stock | 4,841 | $34.7 | 246,665(6) | I | See footnote(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are held by investment funds, the managing member, general partner and/or investment adviser of which is directly or indirectly controlled by David C. Abrams. In such capacity, Mr. Abrams may be deemed to beneficially own the reported securities. |
2. These securities are held by investment funds for which Pamet Capital Management, L.P. (the "LP") serves as investment adviser. Pamet Capital Management, LLC (the "LLC") serves as the general partner of the LP. In their respective capacities, each of the LP and the LLC may be deemed to beneficially own the reported securities. |
3. These securities are held by investment funds for which Abrams Capital, LLC ("Abrams Capital") serves as general partner. In such capacity, Abrams Capital, may be deemed to beneficially own the reported securities. |
4. These securities are held by Abrams Capital Partners II, L.P. ("ACP II"). |
5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
6. The securities of the issuer reported as beneficially held by each of the Reporting Persons is as follows: (i) for Mr. Abrams, the LP and the LLC, 763,074 shares of Common Stock, 246,665 Tranche B Warrants and 150,279 Tranche C Warrants; (ii) for Abrams Capital, 710,974 shares of Common Stock, 229,811 Tranche B Warrants and 137,643 Tranche C Warrants; and (iii) for ACP II, 549,374 shares of Common Stock, 178,358 Tranche B Warrants and 109,905 Tranche C Warrants. |
7. Immediately |
/s/ David Abrams | 10/12/2006 | |
/s/ David Abrams, as Managing Member of Pamet Capital Management, LLC, General Partner of Pamet Capital Managment, LP | 10/12/2006 | |
/s/ David Abrams, as Managing Member of Pamet Capital Management LLC | 10/12/2006 | |
/s/ David Abrams, as Managing Member of Abrams Capital LLC | 10/12/2006 | |
/s/ David Abrams, as Managing Member of Abrams Capital, LLC, General Partner of Abrams Capital Partners II, L.P. | 10/12/2006 | |
** 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. |