|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units (5) | (3) | 01/24/2013 | C | 1,515,721 (6) | (3) | (7) | Common Stock | 1,515,721 (6) | $ 0 | 42,586,835 (6) | I | See footnote (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CINCINNATI BELL INC 221 EAST FOURTH STREET CINCINNATI, OH 48202 |
X | |||
| /s/ Christopher J. Wilson | 01/28/2013 | |
| **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) | Represents the initial capitalization of the Issuer upon its formation on July 31, 2012, which was repurchased by the Issuer upon the completion of its initial public offering of its Common Stock (as defined below) (the "IPO"). |
| (2) | Represents shares of common stock, par value $0.01 per share ("Common Stock") issued to Data Center Investments Holdco LLC, a wholly owned subsidiary of Cincinnati Bell Inc. ("DCIH"), in exchange for the satisfaction and discharge of intercompany indebtedness related to DCIH's incurrence of certain offering expenses on behalf on the Issuer in connection with the IPO. |
| (3) | Represents Operating Partnership Units (as defined below) redeemed by DCIH in exchange for an equivalent number of shares of Common Stock upon the completion of the IPO. |
| (4) | DCIH is the record holder of 1,890,000 shares of Common Stock (the "Controlled Stock"). Cincinnati Bell Inc. is the sole stockholder of Cincinnati Bell Technology Solutions Inc., which is the sole stockholder of Data Center Investments Inc., which is the sole member of DCIH. As a result, Cincinnati Bell Inc. exercises investment discretion and control over the Controlled Stock. |
| (5) | "Operating Partnership Units" are the common units of limited partnership interest in the Issuer's operating partnership, CyrusOne LP, a Maryland limited partnership. After the completion of the IPO, Operating Partnership Units will be redeemable beginning 12 months from the consummation of the IPO for cash equal to the then current market value of one share of Common Stock, or at the election of the Issuer, for shares of Common Stock on a one-for-one basis. |
| (6) | As adjusted to reflect the approximately 2.8-to-1 unit reverse split effected immediately prior to the closing of the IPO on January 24, 2013. |
| (7) | The right to convert Operating Partnership Units into shares of Common Stock has no expiration date. |
| (8) | DCIH and Data Centers South Holdings LLC are the record holders of 18,108,816.71 and 24,478,018.29 Operating Partnership Units, respectively (collectively, the "Controlled OP Units"). Cincinnati Bell Inc. is the sole stockholder of Cincinnati Bell Technology Solutions Inc., which is the sole stockholder of Data Center Investments Inc., which is the sole member of DCIH. Data Center Investments Inc. is also the sole stockholder of Data Centers South Inc., which is the sole member of Data Centers South Holdings LLC. As a result, Cincinnati Bell Inc. exercises investment discretion and control over the Controlled OP Units. |