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
KINETIC CONCEPTS INC /TX/ [ KCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2004 | ||||||||||||||||||||||||||
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 | 02/27/2004 | C | 3,480,740(1) | A | (14) | 3,480,740 | D(2) | |||
Common Stock | 02/27/2004 | S | 1,322,822 | D | $30 | 2,157,918 | D(2) | |||
Common Stock | 02/27/2004 | C | 158,374(3) | A | (14) | 158,374 | D(4) | |||
Common Stock | 02/27/2004 | S | 60,188 | D | $30 | 98,186 | D(4) | |||
Common Stock | 02/27/2004 | C | 1,554,265(5) | A | (14) | 10,209,429 | D(6) | |||
Common Stock | 02/27/2004 | S | 3,879,994 | D | $30 | 6,329,435 | D(6) | |||
Common Stock | 02/27/2004 | C | 328,757(7) | A | (14) | 2,482,944 | D(8)(9) | |||
Common Stock | 02/27/2004 | S | 943,618 | D | $30 | 1,539,326 | D(8)(9) | |||
Common Stock | 02/27/2004 | S | 1,261,163 | D | $30 | 2,057,339 | D(10)(9) | |||
Common Stock | 02/27/2004 | S | 807,710 | D | $30 | 1,317,617 | D(11)(9) | |||
Common Stock | 3,529 | D(12) | ||||||||
Common Stock | 3,529 | D(13) |
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 | ||||||||
Series A Convertible Preferred Stock | $17 | 02/27/2004 | C | 47,824 | (15) | (16) | Common | 3,480,740(1) | (14) | 0 | D(2) | ||||
Series A Convertible Preferred Stock | $17 | 02/27/2004 | C | 2,176 | (15) | (16) | Common | 158,374(3) | (14) | 0 | D(4) | ||||
Series A Convertible Preferred Stock | $17 | 02/27/2004 | C | 21,355 | (15) | (16) | Common | 1,554,265(5) | (14) | 0 | D(6) | ||||
Series A Convertible Preferred Stock | $17 | 02/27/2004 | C | 4,517 | (15) | (16) | Common | 328,757(7) | (14) | 0 | D(8)(9) |
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. Reflects the acquistion of an additional 529,498 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00. |
2. These shares are owned directly by Fremont Partners III, L.P. ("Fremont Partners III"). The shares may also be deemed to be owned indirectly by (i) FP Advisors III, L.P. ("FP Advisors III"), the general partner of Fremont Partners III, (ii) Fremont Group, L.L.C. ("Fremont Group"), the sponsoring member of FP Advisors III and (iii) Fremont Investors, Inc. ("Fremont Investors"), the manager of Fremont Group. FP Advisors III, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin. |
3. Reflects the acquistion of an additional 24,092 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00. |
4. These shares are owned directly by Fremont Partners III Side-By-Side, L.P ("Side-By-Side III"). The shares may also be deemed to be owned indirectly by (i) Fremont Group, the general partner of Side-By-Side III, and (ii) Fremont Investors, the manager of Fremont Group. Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin. |
5. Reflects the acquistion of an additional 236,438 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00. |
6. These shares are owned directly by Fremont Acquisition Company II, L.L.C. ("Acquisition Company II"). The shares may also be deemed to be owned indirectly by (i) Fremont Partners, L.P. ("Fremont Partners"), the member of Acquisition Company II, (ii) FP Advisors, L.L.C. ("FP Advisors"), the general partner of Fremont Partners, (iii) Fremont Group, the managing member of FP Advisors and (iv) Fremont Investors, the manager of Fremont Group. Fremont Partners, FP Advisors, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin. |
7. Reflects the acquistion of an additional 50,011 shares of common stock compared to the number of shares previously reported as underlying the derivative security. The increase is due to the acceleration of accretion of unpaid dividends upon the closing of the issuer's initial public offering on February 27, 2004, while the conversion price remained constant at $17.00. |
8. These shares are owned directly by Fremont Acquisition Company IIA, L.L.C. |
9. The shares may also be deemed to be owned indirectly by (i) FP Advisors, the managing member of the limited liability companies described in Notes (8), (10) and (11), (ii) Fremont Group, the managing member of FP Advisors and (iii) Fremont Investors, the manager of Fremont Group. FP Advisors, Fremont Group and Fremont Investors disclaim benefical ownership of these shares, except to the extent of any pecuniary interest thererin. |
10. These shares are owned directly by Fremont KCI Co-Investment Company, L.L.C. |
11. These shares are owned directly by Fremont KCI Co-Investment Company II, L.L.C. |
12. These shares are owned directly by Fremont Partners, L.L.C. |
13. These shares are owned directly by Fremont Partners III, L.L.C. |
14. N/A |
15. Exercisable immediately. |
16. No expiration date. |
FREMONT PARTNERS, L.P. By: FP Advisors, L.L.C., GP By: Fremont Group, L.L.C., Managing Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
FREMONT INVESTORS, INC. By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
FP ADVISORS, L.L.C. By: Fremont Group, L.L.C., Managing Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
FP ADVISORS III, L.L.C. By: Fremont Group, L.L.C., Sponsoring Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
FREMONT GROUP, L.L.C. By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
FREMONT ACQUISITION COMPANY II, L.L.C. By: Fremont Partners, L.P., Member By: FP Advisors, L.L.C., G P By: Fremont Group, L.L.C., Member By: Fremont Investors, Inc., Manager By: James T. Farrell, Managing Director, /s/ John Bibb, Attorney-in-Fact | 03/02/2004 | |
** 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. |