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
 
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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*
LAVINE JONATHAN S

(Last) (First) (Middle)
C/O BAIN CAPITAL, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (6)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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, $0.01 par value 11/12/2004 S 392,317 D $1.58 20,279,584 I See footnotes(1)(2)(3)(4)(5)
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*
LAVINE JONATHAN S

(Last) (First) (Middle)
C/O BAIN CAPITAL, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANKATY HIGH YIELD PARTNERS III L P

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANKATY CREDIT OPPORTUNITIES LP

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCM CAPITAL PARTNERS LP

(Last) (First) (Middle)
111 HUNTINGON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANKATY HIGH YIELD PARTNERS II L P

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
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.
Remarks:
(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.
/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.
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                              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
                                                              Beneficially
                                                                 Owned         Ownership       Nature of
                                                Securities      Following       Form:          Indirect
                                              Disposed of (D)   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