X0202 4 2004-04-30 0 0000947577 NUCO2 INC /FL NUCO 0001106607 JP MORGAN PARTNERS BHCA LP J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243235 JPMP MASTER FUND MANAGER L P JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243236 JPMP CAPITAL CORP C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVE 39TH FL NEW YORK NY 10017 0 0 1 0 0001162622 JP MORGAN PARTNERS GLOBAL INVESTORS LP 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001167095 J P MORGAN PARTNERS GLOBAL INVESTORS A LP 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001169890 J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK NY 10020 0 0 1 0 0001169889 J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK NY 10020 0 0 1 0 0001281161 JPMP GLOBAL INVESTORS L P 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10021 0 0 1 0 Options (right to purchase) 7.25 2009-10-02 Common Stock 6000 6000 I See footnote Options (right to purchase) 7.82 2011-01-01 Common Stock 10000 10000 I See footnote Warrants 6.65 2009-02-27 Common Stock 335101 665403 D Warrants 6.65 2009-02-27 Common Stock 330302 665403 D Convertible Preferred Stock 9.28 2004-04-30 4 A 0 14455 0 A Common Stock 737230 737230 D Options (right to purchase) 8.69 2012-10-21 Common Stock 6000 6000 I See footnote Options (right to purchase) 4.85 2013-03-12 Common Stock 6000 6000 I See footnote Warrants 8.79 2003-08-25 2013-08-25 Common Stock 192148 192148 D Warrants 8.79 2003-08-25 2013-08-25 Common Stock 33795 33795 I See Footnote Warrants 8.79 2003-08-25 2013-08-25 Common Stock 16967 16967 I See Footnote Warrants 8.79 2003-08-25 2013-08-25 Common Stock 5193 5193 I See Footnote Warrants 8.79 2003-08-25 2013-08-25 Common Stock 1897 1897 I See Footnote One-third of the number of shares subject to the option were exercisable commencing October 20, 2000, one-third of the number of shares subject to the option were exercisable commencing October 20, 2001 and the final one-third of the number of shares subject to the option were exercisable commencing October 20, 2002. The option was granted to Richard Waters, a limited partner of the JPMP Master Fund Manager, L.P., which is the general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA") and a Managing Director of the general partner of JPMP Master Fund Manager, L.P. Mr. Waters is obligated to exercise the option at the request of, and to transfer any shares issued under the stock option to, JPM BHCA. One-fifth of the number of shares subject to the option were exercisable commencing January 2, 2001, one-fifth of the number of shares subject to the option were exercisable commencing January 2, 2002, one-fifth of the number of shares subject to the option were exercisable commencing January 2, 2003, one-fifth of the number of shares subject to the option were exercisable commencing January 2, 2004 and the final one-fifth of the number of shares subject to the option are exercisable commencing January 2, 2005. The Warrants are immediately exercisable. Pursuant to the anti-dilution provisions of the warrants and the convertible preferred stock, the number of shares of common stock issuable upon exercise of outstanding warrants increased and the conversion price of the Convertible Preferred Stock decreased as the result of a private placement effected on August 22, 2002. Dividends are payable in kind if not paid in cash. The Convertible Preferred Stock is immediately exercisable. It has no expiration date. One-third of the number of shares subject to the option were exercisable commencing October 21, 2003, one-third of the number of shares subject to the option are exercisable commencing October 21, 2004, and the final one-third of the number of shares subject to the option are exercisable commencing October 21, 2005. One-third of the number of shares subject to the option were exercisable on March 12, 2003; one-third of the number of shares subject to the option were exercisable commencing March 12, 2004; and the final one-third of the number of shares subject to the option are exercisable commencing March 12, 2005. The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. Richard D. Waters, Jr. 2004-05-04