11/06/2024 | Press release | Distributed by Public on 11/06/2024 16:07
Swiftmerge Acquisition Corp.
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(Name of Issuer)
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Class A ordinary shares, Par Value $0.0001 per share
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(Title of Class of Securities)
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G63836103
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(Cusip Number)
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September 30, 2024
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(Date of Event which Requires Filing of this Statement)
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โ
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Rule 13d-1(b)
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โ
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Rule 13d-1(c)
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โ
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Rule 13d-1(d)
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CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
44,100
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
44,100
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,100
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. G63836103
|
1
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NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
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3
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SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
65,730
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
65,730
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,730
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,060
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
15,060
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,060
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
8,700
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
8,700
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,700
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
10,620
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
10,620
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,620
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
130,800
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
130,800
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,800
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
20,760
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
20,760
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,760
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
4,230
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
4,230
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,230
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
279,240
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
279,240
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,240
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
171,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
171,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
10,620
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
10,620
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,620
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
20,760
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
20,760
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,760
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
471,3661
|
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
SHARED DISPOSITIVE POWER
471,3661
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. G63836103
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
471,3661
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
471,3661
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. G63836103
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1
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NAMES OF REPORTING PERSONS
Mark C. Wehrly
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 300,000 Shares (as defined in Item 2) and hold Class B Ordinary Shares (as defined in the Preliminary Note) convertible into up to an aggregate of 225,000 Shares. Due to exercise limitations applicable to the Class B Ordinary Shares pursuant to the Beneficial Ownership Limitation (as defined in the Preliminary Note), as of the date of this filing the reporting persons have the right to convert Class B Ordinary Shares into up to an aggregate of 171,366 Shares. Accordingly, as of the date of this filing the aggregate Shares and Class B Ordinary Shares held by the reporting persons represent beneficial ownership of 9.9% of the class of Shares. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
471,3661
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
471,3661
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,3661
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%1
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. |
Issuer
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(a) |
Name of Issuer:
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(b) |
Address of Issuer's Principal Executive Offices:
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Item 2. |
Identity and Background
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(i)
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Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it;
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(ii)
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Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it;
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(iii)
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Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it;
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(iv)
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Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it;
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(v)
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Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it;
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(vi)
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Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it;
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(vii)
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Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it; and
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(viii)
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Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it.
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(ix)
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Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Management Company"), which is the manager of the SPV, with respect to the Shares acquirable by the SPV upon the conversion of the Class B Ordinary Shares it holds.
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(x)
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Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
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(xi)
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Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
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(xii)
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Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI.
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(xiii)
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The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Management Company and the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly").
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Item 3. |
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):
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Item 4. |
Ownership
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certification
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/s/ Hannah E. Dunn
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FARALLON CAPITAL MANAGEMENT, L.L.C.,
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By: Hannah E. Dunn, Managing Member
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/s/ Hannah E. Dunn
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FARALLON PARTNERS, L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
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FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
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FARALLON CAPITAL OFFSHORE INVESTORS II, L.P., and
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FARALLON CAPITAL (AM) INVESTORS, L.P.
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By: Hannah E. Dunn, Managing Member
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/s/ Hannah E. Dunn
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FARALLON INSTITUTIONAL (GP) V, L.L.C.,
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On its own behalf and
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As the General Partner of
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FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
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By: Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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FARALLON F5 (GP), L.L.C.,
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On its own behalf and
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As the General Partner of
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FARALLON CAPITAL F5 MASTER I, L.P.
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By: Hannah E. Dunn, Manager
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/s/ Hannah E. Dunn
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Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
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EXHIBIT 1
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k) (previously filed)
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