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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| 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)
11/15/2004
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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 |
11/15/2004 |
|
S |
|
312,784 |
D |
$1.57
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19,966,800 |
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)
|
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
|
|
/s/ Jonathan S. Lavine |
11/16/2004 |
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** 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. |
rrd48765_55259.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
Beneficially Owned
Securities Following Reported Ownership Nature of
Disposed of (D) Transaction(s) Form: Indirect
Name and Address of Reporting Person Amount Direct (D) or Beneficial
Indirect (I) Ownership
- ---------------------------------------------- --------------- ------------------ -------------- ----------
BCM Capital Partners, L.P. 7,652 488,466 D
Sankaty High Yield Partners II, L.P. 2,576 164,449 D
Sankaty High Yield Partners III, L.P. 2,576 164,449 D
Sankaty Credit Opportunities, L.P. 2,576 164,449 D
Bain Capital V Mezzanine Partners, L.P. 7,652 488,466 I (1)
Sankaty High Yield Asset Investors II, LLC 2,576 164,449 I (2)
Sankaty High Yield Asset Investors III, LLC 2,576 164,449 I (3)
Sankaty Credit Opportunities Investors, LLC 2,576 164,449 I (4)
Sankaty Investors, LLC 7,652 488,466 I (1)
Sankaty Investors II, LLC 2,576 164,449 I (2)
Sankaty Investors III, LLC 2,576 164,449 I (3)
Sankaty Credit Member, LLC 2,576 164,449 I (4)
Bain Capital Fund IV, L.P. 163,062 10,409,224 I (5)
Information Partners 5,741 366,448 I (5)
BCIP Associates 9,453 603,434 I (5)
BCIP Trust Associates, L.P. 5,613 358,326 I (5)
Bain Capital Partners V, L.P. 113,458 7,242,675 I (5)
BCIP Trust Associates II 58 3,710 I (5)
BCIP Trust Associates II-B 19 1,170 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 488,466 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 164,449 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 164,449 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 164,449 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
