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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RAM Holdings, Inc. C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10171 |
Former 10% Owner | |||
| /s/ Steven F. Mayer, President | 01/02/2008 | |
| **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). |
| Remarks: RAM Holdings, Inc. ("RAM") was a party to (i) a Voting Agreement (the "Voting Agreement") and (ii) a Warrant Holders Agreement (the "Warrant Holders Agreement", and together with the Voting Agreement, the "Stockholders Agreements"). The Stockholders Agreements were entered into in connection with an Agreement and Plan of Merger (the "Merger Agreement") by and among RAM, RAM Acquisition Corp., a wholly owned subsidiary of RAM, and United Rentals, Inc. (the "Company"). Pursuant to the Stockholders Agreements, RAM had shared voting power and certain other rights with respect to 24,426,981 shares of common stock, par value $0.01 per share (the "Shares"), of the Company that were the subject of the Stockholders Agreements. As a result, RAM may have been deemed to beneficially own such Shares. On December 23, 2007, the Company terminated the Merger Agreement, which automatically resulted in the termination of the Stockholders Agreements. As of December 23, 2007, RAM beneficially owns no Shares. By virtue of the termination of the Merger Agreement and the resulting termination of the Stockholders Agreements, as of December 23, 2007 RAM may no longer be deemed to be the beneficial owner of more than ten percent of the Company's common stock (including any Shares that it may have previously been deemed to beneficially own as a result of such agreements). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by RAM or any other person that it was the beneficial owner of any of the securities referred to herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. | |