Filing Details
- Accession Number:
- 0001140361-12-009485
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-02-17 20:30:49
- Reporting Period:
- 2012-01-26
- Filing Date:
- 2012-02-17
- Accepted Time:
- 2012-02-17 20:30:49
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1441567 | Mmodal Inc. | MODL | Services-Computer Processing & Data Preparation (7374) | 000000000 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
732892 | Lazard Freres & Co Llc | 30 Rockfeller Plaza 59Th Floor New York NY 10020 | No | No | No | Yes | |
1015076 | C L L Management Capital C A S | 540 Madison Avenue New York NY 10022 | Yes | No | Yes | No | |
1441034 | S.a.c. Pei Cb Investment, L.p. | C/O Walkers Corporate Services Limited Walker House, 87 Mary Street George Town E9 KY1-9002 | Yes | No | Yes | No | |
1441316 | S.a.c. Pei Cb Investment Ii, Llc | 72 Cummings Point Road Stamford CT 06902 | Yes | No | Yes | No | |
1441318 | S.a.c. Private Equity Gp, L.p. | C/O Walkers Corporate Services Limited Walker House, 87 Mary Street George Town, Grand Cayman E9 KY1-9002 | Yes | No | Yes | No | |
1441319 | S.a.c. Private Equity Investors, L.p. | C/O Walkers Corporate Services Limited Walker House, 87 Mary Street George Town, Grand Cayman E9 KY1-9002 | Yes | No | Yes | No | |
1441320 | S.a.c. Pei Cb Investment Gp, Ltd | C/O Walkers Corporate Services Limited Walker House, 87 Mary Street George Town, Grand Cayman E9 KY1-9002 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, Par Value $0.10 Per Share (The "Common Stock") | Acquisiton | 2012-01-26 | 3,200 | $10.81 | 3,200 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Disposition | 2012-01-26 | 511 | $10.93 | 2,689 | No | 4 | S | Indirect | See Footnotes |
Common Stock | Acquisiton | 2012-01-27 | 600 | $10.89 | 3,289 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Disposition | 2012-01-30 | 800 | $10.81 | 2,489 | No | 4 | S | Indirect | See Footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Equity Swap (obligation to sell) | Acquisiton | 2012-01-27 | 1 | $0.00 | 100 | $10.93 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
1 | 2012-01-27 | Yes | 4 | J | Indirect |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 15,768,938 | Indirect | See Footnotes |
Common Stock | 1,484,689 | Indirect | See Footnotes |
Common Stock | 304,175 | Indirect | See Footnotes |
Footnotes
- The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.69 to $11.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
- The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.73 to $10.89, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
- On January 27, 2012, an equity swap transaction was entered into for the benefit of S.A.C. MultiQuant Fund, LLC ("SAC MultiQuant") with a securities broker pursuant to which, upon expiration or earlier settlement of the transaction, (i) the broker would pay to SAC MultiQuant $1,093, representing $10.93 per share with respect to each of the 100 shares of the issuer's common stock referenced in the transaction, and (ii) SAC MultiQuant would pay to the broker the market value of 100 shares of the issuer's common stock as of the expiration or earlier settlement of the transaction. The swap transaction further provided that, during its term, (i) SAC MultiQuant would pay to the broker an amount equal to any dividends paid by the issuer on 100 shares of common stock, and (ii) the broker would pay to SAC MultiQuant interest on $1,093. SAC MultiQuant's account would also be charged a transaction fee by the broker.
- Securities directly beneficially owned by SAC MultiQuant. All transactions reported on this Form 4 were in respect of securities directly beneficially owned by SAC MultiQuant and were effected pursuant to automated quantitative trading strategies. On behalf of the Reporting Persons, S.A.C. Capital Advisors, L.P. ("SAC Advisors LP") has agreed to disgorge to the issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934 that resulted from the transactions reported herein.
- Securities directly beneficially owned by S.A.C. PEI CB Investment, L.P. ("SAC CBI").
- Securities directly beneficially owned by S.A.C. PEI CB Investment II, LLC ("SAC CBI II").
- Securities directly beneficially owned by International Equities (S.A.C. Asia) Limited ("SAC Asia").
- The general partner of SAC CBI is S.A.C. PEI CB Investment GP, Limited ("SAC CBI GP"); S.A.C. Private Equity Investors, L.P. ("SAC PEI") is the sole shareholder of SAC CBI GP; S.A.C. Private Equity GP, L.P. ("SAC PEI GP") is the general partner of SAC PEI; S.A.C. Capital Management, LLC ("SAC Management LLC") is the general partner of SAC PEI GP; and Mr. Steven A. Cohen controls SAC Management LLC. The manager of SAC CBI II is S.A.C. Private Capital Group, LLC ("SAC PCG"); SAC Advisors LP manages SAC PCG; S.A.C. Capital Advisors Inc. ("SAC Advisors Inc.") is the general partner of SAC Advisors LP; and Mr. Cohen controls SAC Advisors Inc.
- (Continued from footnote 8) Pursuant to investment management agreements, SAC Advisors LP and S.A.C. Capital Advisors, LLC ("SAC Advisors LLC") maintain voting and dispositive power with respect to securities held by SAC Asia; and Mr. Cohen controls SAC Advisors LLC. Pursuant to an investment management agreement, SAC Advisors LP maintains voting and dispositive power with respect to securities held by SAC MultiQuant.
- Messrs. Peter Berger, Frank Baker and Jeffrey Hendren, directors of the issuer, are former employees of SAC PCG and continue to oversee the Reporting Persons' investment in the issuer.
- Because no more than 10 reporting persons can submit any one Form 4 through the Securities and Exchange Commission's EDGAR system, SAC PCG, SAC Advisors LP, SAC Advisors Inc., SAC Advisors LLC and Mr. Cohen have submitted a separate Form 4. Although submitted separately, the two submissions are intended to be a single filing.