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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 | ||||||||
| Series A Convertible Pref Stock, par value $0.001 per share (1) (2) (3) | $ 1.35 (7) | 11/08/2011 | C(7) | 23,432 | 05/08/2009 | (7) | Common Stock, par value $0.001 per share | 17,357,037 | $ 0 (12) | 0 | D (5) | ||||
| Series A Convertible Pref Stock, par value $0.001 per share (1) (2) (3) | $ 1.35 (7) | 11/08/2011 | C(7) | 193 | 05/08/2009 | (7) | Common Stock, par value $0.001 per share | 142,962 | $ 0 (12) | 0 | I | See Footnote (6) | |||
| 6.0%/8.0%/10.0% Convertible Senior Notes, due 2010 (1) (2) (3) | $ 1.35 (8) | 11/10/2011 | C(8) | 36,078 | 05/08/2009 | (8) | Series C Jr Convert Pref Stock, par value $0.001 per share | 36,078 | $ 0 (12) | 0 | D (5) | ||||
| 6.0%/8.0%/10.0% Convertible Senior Notes, due 2010 (1) (2) (3) | $ 1.35 (8) | 11/10/2011 | C(8) | 297 | 05/08/2009 | (8) | Series C Jr Convert Pref Stock, par value $0.001 per share | 297 | $ 0 (12) | 0 | I | See Footnote (6) | |||
| Series C Jr Convert Pref Stock, par value $0.001 per share (1) (2) (3) | $ 1.35 (9) | 11/10/2011 | C(9) | 36,078 | 11/10/2011 | (10) | Common Stock, par value $0.001 per share | 26,724,444 (11) | $ 0 (12) | 36,078 | D (5) | ||||
| Series C Jr Convert Pref Stock (1) (2) (3) | $ 1.35 (9) | 11/10/2011 | C(9) | 297 | 11/10/2011 | (10) | Common Stock, par value $0.001 per share | 220,000 (11) | $ 0 (12) | 297 | I | See Footnote (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Silver Lake Sumeru Fund LP 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
| Silver Lake Technology Investors Sumeru, L.P. 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Associates Sumeru, L.P. 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SLTA Sumeru (GP), L.L.C. 2775 SAND HILL ROAD SUITE 100 MENLO PARK, CA 94025 |
X | |||
| X /s/ Ajay Shah, Managing Director of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Sumeru Fund, L.P. (see sign. of other Reporting Persons on the attached Exhibit 99.1). | 11/10/2011 | |
| **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 Form 4 is filed on behalf of Silver Lake Sumeru Fund, L.P. ("SLSF"), Silver Lake Technology Investors Sumeru, L.P. ("SLTI"), Silver Lake Technology Associates Sumeru, L.P. ("SLT LP") and SLTA Sumeru (GP), L.L.C. ("SLTA"). SLT LP is the sole general partner of SLSF and SLTI. SLTA is the sole general partner of SLT LP. SLSF may be deemed to be a director by deputization of the Issuer. |
| (2) | As the sole general partner of SLSF and SLTI, SLT LP may be deemed to be the indirect beneficial owner of the securities directly owned by SLSF and SLTI under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, SLT LP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. |
| (3) | As the sole general partner of SLT LP, SLTA may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, SLTA disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. |
| (4) | The common stock, par value $0.001 per share (the "Common Stock") of Power-One, Inc. (the "Issuer") was acquired through the conversion of Series A Preferred Convertible Preferred Stock ("Series A Preferred Stock"), par value $0.001 per share of the Issuer. |
| (5) | These securities are directly owned by SLSF. SLT LP and SLTA may be deemed to have indirect beneficial ownership of these securities. See Footnotes 2 and 3. |
| (6) | These securities are directly owned by SLTI. SLT LP and SLTA may be deemed to have indirect beneficial ownership of these securities. See Footnotes 2 and 3 |
| (7) | All of the shares of Series A Preferred Stock were converted into Common Stock pursuant to their terms on 11/08/2011. |
| (8) | All of the Issuer's 6.0%/8/0%/10/0% Convertible Notes due 2019 (the "Notes") were called for redemption by the Issuer on 10/25/2011. On 11/10/2011, SLSF and SLTI chose, pursuant to the terms of the Notes, to convert the Notes into shares of Series C Junior Convertible Preferred Stock ("Series C Preferred Stock"), par value $0.001 of the Issuer instead of receiving the proceeds issuable upon redemption of the Notes. |
| (9) | The Series C Preferred Stock was acquired through the conversion of the Notes. See Footnote 8. |
| (10) | The Series C Preferred Stock is initially priced at $1,000 per share, and convertible at the option of SLSF and SLTI. However, conversion of the Series C Preferred Stock is prohibited if, following conversion, the holder, along with its affiliates, would (i) have voting power in excess of 19.9% of the Issuer or (ii) own in excess of 19.9% of the Issuer's Common Stock, except for any conversion in connection with and subject to the completion of (x) a public sale of the Common Stock issued upon such conversion, if following consummation of such public sale, such holder and its affiliates would not own more than 19.9% of the total shares of Common Stock then outstanding or (y) a third party tender offer for the Common Stock issuable thereupon. |
| (11) | This is the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock as of the date of this filing; however, conversion of the Series C Preferred Stock is prohibited under certain circumstances in accordance with the terms thereof. See Footnote 10. |
| (12) | The derivative securities underlying the securities represented in this row are able to be obtained upon conversion without any consideration paid by the Reporting Persons. |