Such purchasers obtained the funds to purchase the Common Stock from contributions from their respective limited partners or members.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Common Stock. The Reporting Persons expect that they will, from time to time, review their investment position in the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the Common Stock. In addition, the Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Stock and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the Common Stock.
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP 90 owns of record 3,176,941 shares of Common Stock, representing 6.1% of the Company’s issued and outstanding shares of Common Stock, KG owns of record 6,852 shares of Common Stock, representing 0.0% of the Company’s issued and outstanding shares of Common Stock, CDA owns of record 7,230 shares of Common Stock, representing 0.0% of the Company’s issued and outstanding shares of Common Stock, GAPCO III owns of record 165,073 shares of Common Stock, representing 0.3% of the Company’s issued and outstanding shares of Common Stock and GAPCO IV owns of record 31,670 shares of Common Stock, representing 0.1% of the Company’s issued and outstanding shares of Common Stock. As of the date hereof GmbH Management, GenPar and GA each own of record no shares of Common Stock. As of the date hereof, the Reporting Persons may be deemed to beneficially own, in the aggregate, 3,387,766 shares of Common Stock, representing approximately 6.5% of the Company’s outstanding Common Stock.
By virtue of the fact that (i) GA is the general partner of CDA and GenPar, (ii) GenPar is the general partner of GAP 90, (iii) GA is the managing member of GAPCO III and GAPCO IV and (iv) GmbH Management is the general partner of KG, the Reporting Persons may be deemed to beneficially own an aggregate of 3,387,766 shares of Common Stock and to have the shared power to vote or to direct the vote of the 3,387,766 shares of Common Stock.
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(b) (i) None of the Reporting Persons has the sole power to direct the voting and disposition of the shares of Common Stock which each owns of record.
(ii) Please see Item 5(a), which is hereby incorporated by reference.
(c) Except as set forth in Item 3, Item 4, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Common Stock during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock owned by any of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The Reporting Persons and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of the Common Stock held by the Reporting Persons, as well as such other action taken on behalf of the Reporting Persons with respect to the Common Stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.
On December 22, 2011, the Company entered into a letter agreement (the “Letter Agreement”) with General Atlantic Service Company, LLC, a Delaware limited liability company and an affiliate of GA (“GA Service Company”), which Letter Agreement was amended by a First Amendment to the Letter Agreement dated March 20, 2012 (the “First Amendment”). Pursuant to the Letter Agreement and the First Amendment, GA Service Company agreed, on behalf of itself and certain of its affiliates, to certain standstill provisions, subject to certain exceptions. This description of the Letter Agreement and First Amendment is qualified in its entirety by reference to the Letter Agreement and First Amendment, copies of which are attached as Exhibit 2 and Exhibit 3 to the Schedule 13D and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
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