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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 | ||||||||
Class B Common Stock, par value $0.01 per share | (1) | 06/21/2006 | C(1) | 11,853,222 | (1) | (1) | Common Stock | 11,853,222 | (1) | 0 | I | By Affiliate (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CITIGROUP INC 399 PARK AVENUE NEW YORK, NY 10043 |
X | |||
CITICORP BANKING CORP ONE PENNS WAY NEW CASTLE, DE 19720 |
X | |||
COURT SQUARE CAPITAL LTD 399 PARK AVENUE NEW YORK, NY 10043 |
X | |||
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS LP 399 PARK AVENUE NEW YORK, NY 10043 |
X | |||
CITIGROUP VENTURE CAPITAL GP HOLDINGS LTD 399 PARK AVENUE NEW YORK, NY 10043 |
X | |||
CVC PARTNERS LLC 399 PARK AVENUE NEW YORK, NY 10043 |
X |
Citigroup Inc., by /s/ Ali L. Karshan, Assistant Secretary | 06/21/2006 | |
**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) | The holders of NTELOS Holdings Corp.'s (the "Company") Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), have the right under the Company's Restated Certificate of Incorporation to elect to convert shares of their Class B Common Stock into shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at any time. Shares of Class B Common Stock are convertible into shares of Common Stock on a 1-for-1 basis, and have no expiration date. |
(2) | The Common Stock reported herein includes (i) 11,626,633 shares that are currently held by Citigroup Venture Capital Equity Partners, L.P., an affiliate of the other Reporting Persons named above, as the record holder and (ii) 226,589 shares that are currently held by other affiliates of the Reporting Persons which are subsidiaries of CVC Partners, LLC and Citigroup Venture Capital GP Holdings, Ltd. Each Reporting Person disclaims beneficial ownership of the Common Stock shares reported herein except to the extent of its pecuniary interest therein. |