SEC FORM
4
SEC Form 4
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
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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*
| C/O BAIN CAPITAL, LLC |
| 111 HUNTINGTON AVENUE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CMGI INC
[ CMGI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
| See Footnote (6) |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/12/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, $0.01 par value |
11/12/2004 |
|
S |
|
392,317 |
D |
$1.58
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20,279,584 |
I |
See footnotes
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O BAIN CAPITAL, LLC |
| 111 HUNTINGTON AVENUE |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
|
|
/s/ Jonathan S. Lavine |
11/15/2004 |
|
** 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. |
rrd48592_55281.html
Attachment to Form 4
Pursuant to Instruction 5(b)(v) of the General Instructions to Form 4, this
Form 4 is also being filed on behalf of the Reporting Persons set forth below.
All of the information set forth in the Attached Form 4 for Jonathan S. Lavine
is the same for the Reporting Persons set forth below unless otherwise noted.
TABLE I: Non-Derivative Securities
Amount of
Securities Ownership Nature of
Securities Beneficially Owned Form: Indirect
Disposed of (D) Following Reported Direct (D) or Beneficial
Name and Address of Reporting Person Amount Transaction(s) Indirect (I) Ownership
- ------------------------------------------------------------------------------------------------------------
BCM Capital Partners, L.P. 9,597 496,118 D
- ------------------------------------------------------------------------------------------------------------
Sankaty High Yield Partners II, L.P. 3,232 167,025 D
- ------------------------------------------------------------------------------------------------------------
Sankaty High Yield Partners III, L.P. 3,232 167,025 D
- ------------------------------------------------------------------------------------------------------------
Sankaty Credit Opportunities, L.P. 3,232 167,025 D
- ------------------------------------------------------------------------------------------------------------
Bain Capital V Mezzanine Partners, L.P. 9,597 496,118 I (1)
- ------------------------------------------------------------------------------------------------------------
Sankaty High Yield Asset Investors II, LLC 3,232 167,025 I (2)
- ------------------------------------------------------------------------------------------------------------
Sankaty High Yield Asset Investors III, LLC 3,232 167,025 I (3)
- ------------------------------------------------------------------------------------------------------------
Sankaty Credit Opportunities Investors, LLC 3,232 167,025 I (4)
- ------------------------------------------------------------------------------------------------------------
Sankaty Investors, LLC 9,597 496,118 I (1)
- ------------------------------------------------------------------------------------------------------------
Sankaty Investors II, LLC 3,232 167,025 I (2)
- ------------------------------------------------------------------------------------------------------------
Sankaty Investors III, LLC 3,232 167,025 I (3)
- ------------------------------------------------------------------------------------------------------------
Sankaty Credit Member, LLC 3,232 167,025 I (4)
- ------------------------------------------------------------------------------------------------------------
Bain Capital Fund IV, L.P. 204,525 10,572,286 I (5)
- ------------------------------------------------------------------------------------------------------------
Information Partners 7,200 372,189 I (5)
- ------------------------------------------------------------------------------------------------------------
BCIP Associates 11,857 612,887 I (5)
- ------------------------------------------------------------------------------------------------------------
BCIP Trust Associates, L.P. 7,040 363,939 I (5)
- ------------------------------------------------------------------------------------------------------------
Bain Capital Partners V, L.P. 142,306 7,356,133 I (5)
- ------------------------------------------------------------------------------------------------------------
BCIP Trust Associates II 73 3,768 I (5)
- ------------------------------------------------------------------------------------------------------------
BCIP Trust Associates II-B 23 1,189 I (5)
(1) Jonathan S. Lavine, as the sole managing member of Sankaty Investors, LLC
("SI"), SI, as the sole general partner of Bain Capital V Mezzanine
Partners, L.P. ("BCMP"), and BCMP, as the sole general partner of BCM
Capital Partners, L.P. ("BCM") may each be deemed to share voting and
dispositive power with respect to the 496,118 shares held by BCM. Mr.
Lavine, SI and BCMP disclaim beneficial ownership of such shares except to
the extent of their pecuniary interest therein.
(2) Jonathan S. Lavine, as the sole managing member of Sankaty Investors II,
LLC ("SI II"), SI II, as the sole managing member of Sankaty High Yield
Asset Investors II, LLC ("SAI II") and SAI II, as the sole general partner
of Sankaty High Yield Partners II, L.P. ("SP II") may each be deemed to
share voting and dispositive power with respect to the 167,025 shares held
by SP II. Mr. Lavine, SI II and SAI II disclaim beneficial ownership of
such shares except to the extent of their pecuniary interest therein.
(3) Jonathan S. Lavine, as the sole managing member of Sankaty Investors III,
LLC ("SI III"), SI III, as the sole managing member of Sankaty High Yield
Asset Investors III, LLC ("SAI III"), and SAI III, as the sole general
partner of Sankaty High Yield Partners III, L.P. ("SP III") may each be
deemed to share voting and dispositive power with respect to the 167,025
shares held by SP III. Mr. Lavine, SI III and SAI III disclaim beneficial
ownership of such shares except to the extent of their pecuniary interest
therein.
(4) Jonathan S. Lavine, as the sole managing member of Sankaty Credit Member,
LLC ("SC Member"), SC Member, as the sole managing member of Sankaty Credit
Opportunities Investors, LLC ("SCO Investors"), and SCO Investors, as the
sole general partner of Sankaty Credit Opportunities, L.P. ("SCO") may each
be deemed to share voting and dispositive power with respect to the 167,025
shares held by SCO. Mr. Lavine, SC Member and SCO Investors disclaim
beneficial ownership of such shares except to the extent of their pecuniary
interest therein.
(5) Jonathan S. Lavine is a member of Bain Capital Investors, LLC ("BCI") which
is (i) the general partner of Bain Capital Partners V, L.P. ("BCP V") and
Bain Capital Partners IV, L.P. ("BCP IV"), which is in turn the sole
general partner of Bain Capital Fund IV, L.P. ("Fund IV") and the managing
partner of Information Partners ("IP"), (ii) the sole member of the
management committee of BCIP Associates ("BCIP") and BCIP Trust Associates,
L.P. ("BCIPTA") and (iii) the managing partner of each of BCIP Trust
Associates II ("BCIPTA II") and BCIP Trust Associates II-B ("BCIPTA II-B").
Additionally, he and/or entities affiliated with him are partners of BCIP,
BCIPTA and BCIPTA II. Accordingly, he, BCI and BC IV may be deemed to share
voting and dispositive power with respect to the shares held by Fund IV,
BCP V, IP, BCIP, BCIPTA, BCIPTA II and BCIPTA II-B. Mr. Lavine, BCP IV, and
BCI disclaim beneficial ownership of all such shares except to the extent
of their pecuniary interest therein.
(6) BCM, SP II, SP III, and SCO are parties to a Stock Transfer Agreement dated
as of March 23, 2003 and a Stockholder Selling Agreement dated as of August
2, 2004 and consequently may be considered to acting as a group with the
other persons and entities party thereto. The Reporting Person disclaim
beneficial ownership of all such shares held by such parties and make this
filing on behalf of themselves only.
Signature of Reporting Persons:
SANKATY INVESTORS, LLC, for itself, on behalf of itself in its capacity as
general partner of Bain Capital V Mezzanine Partners, L.P., and on behalf
of Bain Capital V Mezzanine Partners, L.P. in its capacity as general
partner of BCM Capital Partners, L.P.
SANKATY INVESTORS II, LLC, for itself, on behalf of itself in its capacity
as managing member of Sankaty High Yield Asset Investors II, LLC, and on
behalf of Sankaty High Yield Asset Investors II, LLC in its capacity as
general partner of Sankaty High Yield Partners II, L.P.
SANKATY INVESTORS III, LLC, for itself, on behalf of itself in its capacity
as managing member of Sankaty High Yield Asset Investors III, LLC, and on
behalf of Sankaty High Yield Asset Investors III, LLC in its capacity as
general partner of Sankaty High Yield Partners III, L.P.
SANKATY CREDIT MEMBER, LLC, for itself, on behalf of itself in its capacity
as managing member of Sankaty Credit Opportunities Investors, LLC, and on
behalf of Sankaty Credit Opportunities Investors, LLC in its capacity as
general partner of Sankaty Credit Opportunities, L.P.
/s/ Jonathan S. Lavine
-------------------------
Name: Jonathan S. Lavine
Title: Managing Director
/s/ Jonathan S. Lavine
-------------------------
Jonathan S. Lavine
