X0202 4 2006-11-14 0 0001316656 Dresser-Rand Group Inc. DRC 0001168363 FIRST RESERVE GP IX INC ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 1 1 See Remark 1 0001233497 FIRST RESERVE FUND IX L P ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 0 0 1 0 0001233496 FIRST RESERVE GP IX L P ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2006-11-14 4 S 0 15000000 23.08 D 11596981 I See Footnotes D-R Interholding, LLC ("Interholding", which is 100% owned by Dresser-Rand Holdings, LLC) sold an aggregate of 15,000,000 shares of Common Stock (the "Shares") of Dresser-Rand Group Inc. (the "Issuer") pursuant to an underwriting agreement dated November 8, 2006 (filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on November 9, 2006). The sale of such Shares closed on November 14, 2006. Following the November 14, 2006 transaction reported herein, 11,596,981 Shares were owned by Interholding. Each Reporting Person has elected to report on an aggregate basis (i) all of the Shares sold by Interholding and (ii) indirect beneficial ownership of all of the Shares held for the account of Interholding. Each Reporting Person disclaims the sale or beneficial ownership of any such Shares except to the extent of its pecuniary interest therein. This Form 4 is filed on behalf of First Reserve GP IX, Inc. ("GP IX Inc."), First Reserve GP IX, L.P. ("GP IX"), and First Reserve Fund IX, L.P. ("Fund IX"). As a managing member of Dresser-Rand Holdings, LLC, Fund IX may be deemed to share indirect beneficial ownership of any Shares held for the account of Interholding. GP IX is the general partner of Fund IX and GP IX Inc. is the general partner of GP IX. In such capacities, GP IX and GP IX Inc. may be deemed to share indirect beneficial ownership of any Shares held for the account of Interholding. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the Shares covered by this Statement. (1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to be a director of the Issuer by deputization. (2) First Reserve GP IX, Inc., by Anne E. Gold, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP IX, L.P. First Reserve GP IX, L.P., by Anne E. Gold, is signing in its capacity as general partner of First Reserve Fund IX, L.P. Anne E. Gold, Secretary 2006-11-16 Anne E. Gold, In the Capacity Described in Remark (2) 2006-11-16 Anne E. Gold, In the Capacity Described in Remark (2) 2006-11-16