| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
NewPage Holdings Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2014 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 01/08/2014 | P | 160,000 | A | $122 | 896,892(1)(3) | D | |||
| Common Stock | 01/13/2014 | P | 50,000 | A | $123 | 946,892(2)(3) | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. After the specified transaction, the shares of common stock of NewPage Holdings Inc. ("Common Stock") were directly owned as follows: (i) 235,180 shares of Common Stock directly owned by Centerbridge Credit Partners, L.P. ("CCP"); (ii) 350,320 shares of Common Stock directly owned by Centerbridge Credit Partners Master, L.P. ("CCPM"); (iii) 189,756 shares of Common Stock directly owned by Centerbridge Special Credit Partners, L.P. ("CSCP"); (iv) 48,164 shares of Common Stock directly owned by Centerbridge Credit Partners TE Intermediate I, L.P. ("CCPTE"); and (v) 73,472 shares of Common Stock directly owned by Centerbridge Special Credit Partners II, L.P. ("CSCP II" and, together with CCP, CCPM, CSCP and CCPTE, the "Centerbridge Funds"). |
| 2. After the specified transaction, the shares of Common Stock were directly owned as follows: (i) 246,862 shares of Common Stock directly owned by CCP; (ii) 350,320 shares of Common Stock directly owned by CCPM; (iii) 189,756 shares of Common Stock directly owned by CSCP; (iv) 62,830 shares of Common Stock directly owned by CCPTE; and (v) 97,124 shares of Common Stock directly owned by CSCP II. |
| 3. Centerbridge Credit GP Investors, L.L.C. ("CCGPI") is the general partner of Centerbridge Credit Partners General Partner, L.P., which is the general partner of CCP and CCPTE. Centerbridge Credit Offshore GP Investors, L.L.C. ("CCOGP") is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P., which is the general partner of CCPM. Centerbridge Special GP Investors, L.L.C. ("CSGPI") is the general partner of Centerbridge Special Credit Partners General Partner, L.P., which is the general partner of CSCP. Centerbridge Special GP Investors II, L.L.C ("CSGPI II") is the general partner of Centerbridge Special Credit Partners General Partner II, L.P., which is the general partner of CSCP-II. Mark T. Gallogly and Jeffrey H. Aronson are the managing members of CCGPI, CCOGP, CSGPI and CSGPI II. Mark T. Gallogly and Jeffrey H. Aronson each disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Centerbridge Funds. |
| Remarks: |
| Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| Centerbridge Credit Partners, L.P., By: Centerbridge Credit Partners General Partner, L.P., its general partner, By: Centerbridge Credit GP Investors, L.L.C., its general partner, By: /s/ Jeffrey H. Aronson, Authorized Signatory | 01/13/2014 | |
| Centerbridge Credit Partners General Partner, L.P., By: Centerbridge Credit GP Investors, L.L.C., its general partner, By: /s/ Jeffrey H. Aronson, Authorized Signatory | 01/13/2014 | |
| Centerbridge Credit GP Investors, L.L.C., By: /s/ Jeffrey H. Aronson, Authorized Signatory | 01/13/2014 | |
| By: /s/ Mark T. Gallogly | 01/13/2014 | |
| By: /s/ Jeffrey H. Aronson | 01/13/2014 | |
| ** 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. | ||