SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sabre Corp [ SABR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/10/2015 | S | 15,912,948 | D | $29.05(1) | 57,586,941 | I | See Explanation of Responses(2)(3)(4)(5)(6) | ||
| Common Stock | 11/10/2015 | J | 250,000 | D | $0(7) | 57,336,941 | I | See Explanation of Responses(2)(3)(4)(5)(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price represents the public offering price of $29.27 per share of common stock ("Common Stock") of Sabre Corporation ("the Issuer") less the underwriters' discount of $0.22 per share of Common Stock. |
| 2. Silver Lake Group, L.L.C. ("SLG") is the managing member of Silver Lake Technology Associates II, L.L.C. ("Associates II"), which is the general partner of (a) Silver Lake Partners II, L.P. ("Partners II"), which directly holds 31,134,858 shares of Common Stock, and (b) Silver Lake Technology Investors II, L.P. ("Investors II"), which directly holds 126,203 shares of Common Stock. |
| 3. As the sole general partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. |
| 4. Partners II is a member of Sovereign Manager Co-Invest, LLC, which is the managing member of Sovereign Co-Invest, LLC ("Co-Invest"), which directly holds 26,325,880 shares of Common Stock. Co-Invest is managed by a management committee consisting of two managers, one of which is designated by Partners II. Because of the relationship among them, each of Partners II, Associates II and SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Co-Invest. |
| 5. Each of SLG, Associates II, Partners II and Investors II (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| 6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| 7. Distribution of 250,000 shares of Common Stock by Partners II through Associates II to certain direct and indirect members of Associates II for the sole purpose of charitable giving. |
| Remarks: |
| (8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C. (8) | 11/12/2015 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C. (8) | 11/12/2015 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Partners II, L.P. (8) | 11/12/2015 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Technology Investors II, L.P. (8) | 11/12/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||