-----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, S2twJSpj5ODtYrN/zXa42KpyzclN8bYttjhdZfVejyLN5t0hF1L012Gq/0WeQr1C XQF23CdC18cem/9RqGougQ== 0000899140-05-000730.txt : 20050729 0000899140-05-000730.hdr.sgml : 20050729 20050729122923 ACCESSION NUMBER: 0000899140-05-000730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050728 FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KYPHON INC CENTRAL INDEX KEY: 0001123313 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770366069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1221 CROSSMAN AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085486500 MAIL ADDRESS: STREET 1: 1221 CROSSMAN AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEATHERMAN ELIZABETH H CENTRAL INDEX KEY: 0001188681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49804 FILM NUMBER: 05983644 BUSINESS ADDRESS: STREET 1: 5677 AIRLINE RD CITY: ARLINGTON STATE: TN ZIP: 38002 BUSINESS PHONE: 9018679971 4 1 weatherman_kyphon4-072905ex.xml X0202 4 2005-07-28 0 0001123313 KYPHON INC KYPH 0001188681 WEATHERMAN ELIZABETH H 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2005-07-28 4 J 0 3520656 D 0 D See Exhibit 99.1 -- Continuation Sheet. See Exhibit 99.1 -- Continuation Sheet. See Exhibit 99.1 -- Continuation Sheet. /s/ Scott A. Arenare, Attorney-in-Fact for Elizabeth Weatherman pursuant to the Power of Attorney dated May 15, 2004 attached hereto as Exhibit 24. 2005-07-29 EX-99.1 2 k072905b.txt CONTINUATION SHEET Exhibit 99.1 ------------ Continuation Sheet Form 4 Statement of Changes in Beneficial Ownership (1) The stockholder is Warburg Pincus Ventures, L.P. ("Ventures"). Following the distribution Ventures beneficially owns 10,672 shares of common stock ("Common Stock") of Kyphon Inc. (the "Issuer"). The sole general partner of Ventures is Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC") and a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC (formerly E.M. Warburg Pincus & Co., LLC), a New York limited liability company ("WP LLC"), manages Ventures. By reason of the provisions of Rule 16a-1 of the Exchange Act, WPP LLC, WP and WP LLC may be deemed to be the beneficial owners of the Common Stock held by Ventures, although WPP LLC, WP and WP LLC disclaim beneficial ownership of the Common Stock except to the extent of any indirect pecuniary interest therein. Ms. Weatherman, a director of the Issuer, is a general partner of WP and a member of WP LLC. As such, Ms. Weatherman may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the shares beneficially owned by Ventures, WP LLC, WP and WPP LLC. Ms. Weatherman disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein. Ms. Weatherman does not directly own any shares of common stock of the Issuer. (2) On July 29, 2005, Ventures distributed an aggregate of 3,520,656 shares of Common Stock to its partners. (3) Price not applicable. EX-24 3 k072905c.txt POWER OF ATTORNEY Exhibit 24 ---------- POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt, and Steven G. Schneider, acting together or individually, his/her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5, together with any amendments thereto, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms and the filing thereof with the United States Securities and Exchange Commission and any other person as may be required by law; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned or his/her attorney-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 15th day of May, 2004. Signature: /s/ Elizabeth H. Weatherman ------------------------------- Print Name: Elizabeth H. Weatherman -----END PRIVACY-ENHANCED MESSAGE-----