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
SYNAGRO TECHNOLOGIES INC [ SYGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2005 | ||||||||||||||||||||||||||
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 | 06/21/2005 | C | 34,723,642 | A | (1) | 34,723,642 | I | See Footnotes(2)(5) | ||
Common Stock | 06/21/2005 | C | 317,897 | A | (1) | 317,897 | I | See Footnotes(3)(5) | ||
Common Stock | 06/21/2005 | C | 2,486,111 | A | (1) | 2,486,111 | I | See Footnotes(4)(5) | ||
Common Stock | 06/21/2005 | S | 22,417,044 | D | $4.085 | 12,306,598 | I | See Footnotes(2)(5) | ||
Common Stock | 06/21/2005 | S | 205,229 | D | $4.085 | 112,668 | I | See Footnotes(3)(5) | ||
Common Stock | 06/21/2005 | S | 1,604,995 | D | $4.085 | 881,116 | I | See Footnotes(4)(5) |
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 D Convertible Preferred Stock | $2.5(1) | 06/21/2005 | C | 21,374.702 | (6) | (1) | Common Stock | 12,827,959 | $1,000 | 0 | I | See Footnotes(2)(5) | |||
Series E Convertible Preferred Stock | $2.5(1) | 06/21/2005 | C | 36,483.879 | (6) | (1) | Common Stock | 21,895,683 | $1,000 | 0 | I | See Footnotes(2)(5) | |||
Series D Convertible Preferred Stock | $2.5(1) | 06/21/2005 | C | 529.698 | (6) | (1) | Common Stock | 317,897 | $1,000 | 0 | I | See Footnotes(3)(5) | |||
Series D Convertible Preferred Stock | $2.5(1) | 06/21/2005 | C | 3,129.201 | (6) | (1) | Common Stock | 1,877,980 | $1,000 | 0 | I | See Footnotes(4)(5) | |||
Series E convertible Preferred Stock | $2.5(1) | 06/21/2005 | C | 1,013.304 | (6) | (1) | Common Stock | 608,131 | $1,000 | 0 | I | See Footnotes(4)(5) |
Explanation of Responses: |
1. Each share of Series D Convertible Preferred Stock and each share of Series E Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) accrued and unpaid dividends by (2) $2.50 (the "Conversion Price"). The Conversion Price is subject to adjustment pursuant to the terms of the Convertible Preferred Stock. Pursuant to the terms of the Convertible Preferred Stock, the Issuer shall redeem outstanding shares on January 26, 2010. |
2. By GTCR Fund VII, L.P. ("GTCR Fund VII"). |
3. By GTCR Co-Invest L.P. ("GTCR Co-Invest"). |
4. By GTCR Capital Partners, L.P. ("GTCR Capital"). |
5. GTCR Fund VII, GTCR Co-Invest and GTCR Capital are direct beneficial owners of the shares of the Issuer's Common Stock upon conversion of the Convertible Preferred Stock set forth above. GTCR Golder Rauner, L.L.C. ("GTCR"), is the general partner of GTCR Partners VII, L.P., which is the general partner of GTCR Fund VII. GTCR is also the general partner of GTCR Co-Invest. In addition, GTCR is the general partner of GTCR Mezzanine Partners, L.P., which is the general partner of GTCR Capital. The Reporting Person is a principal of GTCR and may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock owned by GTCR Fund VII, GTCR Co-Invest and GTCR Capital to the extent of the Reporting Person's direct and indirect proportionate general partnership interests in GTCR Fund VII, GTCR Co-Invest and GTCR Capital. The Reporting Person disclaims beneficial ownership of shares held by GTCR Fund VII, GTCR Co-Invest and GTCR Capital. |
6. Immediately. |
/S/ David A. Donnini | 06/23/2005 | |
** 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. |