| 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
GEORGIA GULF CORP /DE/ [ GGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2007 | ||||||||||||||||||||||||||
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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, par value $0.001 per share | 12/31/2007 | 12/31/2007 | P | 50,000(1) | A | $6.6 | 4,040,741 | D | ||
| Common Stock, par value $0.001 per share | 12/31/2007 | 12/31/2007 | P | 50,000(2)(3) | A | $6.6 | 4,040,741 | I | By SCSF Equities, LLC | |
| Common Stock, par value $0.001 per share | 01/02/2008 | 01/02/2008 | P | 1,300(1) | A | $6.39 | 4,042,041 | D | ||
| Common Stock, par value $0.001 per share | 01/02/2008 | 01/02/2008 | P | 1,300(2)(3) | A | $6.39 | 4,042,041 | I | By SCSF Equities, LLC | |
| Common Stock, par value $0.001 per share | 01/03/2008 | 01/03/2009 | P | 60,000(1) | A | $5.67 | 4,102,041 | D | ||
| Common Stock, par value $0.001 per share | 01/03/2008 | 01/03/2009 | P | 60,000(2)(3) | A | $5.67 | 4,102,041 | I | By SCSF Equities, LLC | |
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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 | ||||||||
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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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. SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), is the direct beneficial owner of the shares reported in Table I. |
| 2. The securities reported in Table I may be deemed to be beneficially owned by Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation ("Sun Offshore Fund"), Sun Capital Securities Fund, LP, a Delaware limited partnership ("Sun Securities Fund"), Sun Capital Securities Advisors, LP, a Delaware limited partnership ("Sun Advisors") , Sun Capital Securities, LLC, a Delaware limited liability company ("Sun Capital Securities"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund, which in turn owns a majority of the membership interests of SCSF Equities. |
| 3. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of them being the only directors of the Sun Offshore Fund. Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse expressly disclaim beneficial ownership of the shares reported in Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
| Remarks: |
| Exhibit 24.1 Limited Power of Attorney, dated December 29, 2006, by and among the Reporting Persons (incorporated by reference to Exhibit A to Schedule 13D filed by the Reporting Persons on April 30, 2007 with respect to the Issuer). |
| SCSF EQUITIES LLC By:* Name: Rodger R. Krouse Its: Co-CEO | 01/03/2008 | |
| SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. By: * Name: Rodger R. Krouse Its: Director | 01/03/2008 | |
| SUN CAPITAL SECURITIES FUND, LP By: Sun Capital Securities Advisors, LP Its: General Partner By: Sun Capital Securities, LLC Its: General Patrner By: Sun Capital Securities, LLC Its: General Partner By: * Name: Rodger R. Krouse Its: Co-CEO | 01/03/2008 | |
| SUN CAPITAL SECURITIES ADVISORS LP By: Sun Capital Securities, LLC Its: General Partner By: * Name: Rodger R. Krouse Its Co-CEO | 01/03/2008 | |
| SUN CAPITAL SECURITIES, LLC By:* Name: Rodger R. Krouse Its: Co-CEO | 01/03/2008 | |
| * Marc J. Leder | 01/03/2008 | |
| * Rodger R. Krouse | 01/03/2008 | |
| /s/ Brian J. Gavsie, Attorney in Fact | 01/03/2008 | |
| ** 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. | ||