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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 | ||||||||
| Call Option (right to buy) | $ 40 | 09/30/2009 | P | 32,000 | (3) | 01/16/2010 | Common Stock | 3,200,000 | $ 25 | 32,000 | I | See footnotes (1) (2) | |||
| Call Option (Obligation to sell) | $ 39 | 09/30/2009 | S | 32,000 | (3) | 01/16/2010 | Common Stock | 3,200,000 | $ 33 | 32,000 | I | See footnotes (1) (2) | |||
| Call Option (right to buy) | $ 35 | 10/02/2009 | S | 30,000 | (3) | 01/16/2010 | Common Stock | 3,000,000 | $ 19 | 0 | I | See footnotes (1) (2) | |||
| Call Option (right to buy) | $ 40 | 10/02/2009 | S | 30,000 | (3) | 01/16/2010 | Common Stock | 3,000,000 | $ 11 | 2,000 | I | See footnotes (1) (2) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK, NY 10004 |
X | |||
| GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK, NY 10004 |
X | |||
| /s/ Kevin P. Treanor, Attorney-in-fact | 10/08/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Kevin P. Treanor, Attorney-in-fact | 10/08/2009 | |
| **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 Amendment to the Form 4, filed with the Securities and Exchange Commission on October 5, 2009, is being filed to eliminate two option transactions that were executed after the Reporting Persons ceased to be greater than 10% beneficial owners. The option transactions had previously been reported due to a clerical error. Table II has been amended and restated to correct this error. |
| (2) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The securities reported herein as indirectly purchased and sold were purchased and sold and may be deemed to be beneficially owned directly by Goldman Sachs. Goldman Sachs will remit the required short swing profits to the Company. |
| (3) | Currently exercisable. |
| (4) | As of October 2, 2009, the Reporting Persons ceased to be the beneficial owners of more than 10% of the shares of Common Stock and are therefore no longer subject to Section 16. |