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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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 | ||||||||
| Equity Swap (obligation to sell) | $ 11.62 | 11/17/2011 | J/K(4) | 1 | 06/08/2010 | 06/08/2020 | Units Representing Limited Partner Interests | 367,151 | $ 10.59 | 0 | D (1) | ||||
| Equity Swap (obligation to sell) | $ 11.62 | 11/17/2011 | J/K(5) | 1 | 06/08/2010 | 06/08/2020 | Units Representing Limited Partner Interests | 1,518,466 | $ 10.59 | 0 | D (1) | ||||
| Equity Swap (obligation to sell) | $ 11.62 | 11/17/2011 | J/K(6) | 1 | 06/08/2010 | 06/08/2020 | Units Representing Limited Partner Interests | 1,015,569 | $ 10.59 | 0 | D (1) | ||||
| Equity Swap (obligation to sell) | $ 11.62 | 11/17/2011 | J/K(7) | 1 | 06/08/2010 | 06/08/2020 | Units Representing Limited Partner Interests | 1,517,811 | $ 10.59 | 0 | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Q Funding III, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Prufrock Onshore, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| J Alfred Onshore, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Q4 Funding LP 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Star Spangled Sprockets, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Excalibur Domestic, LLC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Amalgamated Gadget, L.P. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Scepter Holdings, Inc. 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P., general partner of Q Funding III, L.P. | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for J Alfred Onshore, LLC, general partner of Prufrock Onshore, L.P. | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for J Alfred Onshore, LLC | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P., general partner of Q4 Funding, L.P. | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Excalibur Domestic, LLC, general partner of Star Spangled Sprockets, L.P. | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Excalibur Domestic, LLC | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P. | 11/21/2011 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Scepter Holdings, Inc. | 11/21/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction relates to the holdings of Q Funding III, L.P. ("Q3"). J Alfred Onshore, LLC ("J Alfred") is the general partner of Prufrock Onshore, L.P. ("Prufrock"), which is the general partner of Q3. Geoffrey P. Raynor ("Raynor") is the person who controls J Alfred. Pursuant to Rule 16a-l(a)(2)(ii)(B) under the Securities Exchange Act of 1934 (the "Act"), each of J Alfred, Prufrock and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Q3 only to the extent of the greater of his or its respective direct or indirect interest. |
| (2) | This transaction relates to the holdings of Q4 Funding, L.P. ("Q4"). Excalibur Domestic, LLC ("Excalibur") is the general partner of Star Spangled Sprockets, L.P. ("Star"), which is the general partner of Q4. Raynor is the person who controls Excalibur. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Excalibur, Star and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Q4 only to the extent of the greater of his or its respective direct or indirect interest. |
| (3) | This transaction relates to the holdings of Amalgamated Gadget, L.P. ("Amalgamated") for and on behalf of R2-R4 PARQ, Inc. ("R2-R4") and R3 PARQ, Inc. ("R3"), pursuant to Investment Management Agreements with each of R2-R4 and R3. Pursuant to such Agreements, Amalgamated has sole voting and dispositive power of such Units, and R2-R4 and R3 have no beneficial ownership of such Units. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such Units for purposes of Section 16 of the Act. Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any positions beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest. |
| (4) | On November 17, 2011, a previously executed cash settled total return equity swap transaction was terminated with respect to the holdings of Q3, one of the reporting persons, among affiliated funds at a price of $22.21 less $11.62, regarding 367,151 Units of the Issuer. This termination was settled in cash. |
| (5) | On November 17, 2011, a previously executed cash settled total return equity swap transaction was terminated with respect to the holdings of Q3, one of the reporting persons, among affiliated funds at a price of $22.21 less $11.62, regarding 1,518,466 Units of the Issuer. This termination was settled in cash. |
| (6) | On November 17, 2011, a previously executed cash settled total return equity swap transaction was terminated with respect to the holdings of Q3, one of the reporting persons, among affiliated funds at a price of $22.21 less $11.62, regarding 1,015,569 Units of the Issuer. This termination was settled in cash. |
| (7) | On November 17, 2011, a previously executed cash settled total return equity swap transaction was terminated with respect to the holdings of Q4, one of the reporting persons, among affiliated funds at a price of $22.21 less $11.62, regarding 1,517,811 Units of the Issuer. This termination was settled in cash. |