UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CARDTRONICS, INC.
Common Stock
(Title of Class of Securities)
14161H108
December 31,
2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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þ
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Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that Section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CapStreet II, L.P.
IRS Identification No. 76-0632912
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(1)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
(1)
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BENEFICIALLY
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OWNED BY
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8,091,222
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
(1)
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8,091,222
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
(1)
(2)
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8,091,222
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
(2)
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20.98%
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12
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TYPE OF REPORTING PERSON
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PN
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(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.
(2) Based on 38,566,207
shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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CapStreet Parallel II, L.P.
IRS Identification No. 76-0632913
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(1)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
(1)
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BENEFICIALLY
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OWNED BY
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949,852
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
(1)
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949,852
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
(1) (2)
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949,852
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
(2)
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2.46%
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12
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TYPE OF REPORTING PERSON
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PN
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(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.
(2) Based on
38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.
(1)
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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CapStreet GP II, L.P.
IRS Identification No. 76-0632911
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(1)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
(1)
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BENEFICIALLY
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OWNED BY
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8,091,222
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
(1)
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8,091,222
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
(1) (2)
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8,091,222
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
(2)
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20.98%
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12
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TYPE OF REPORTING PERSON
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PN
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(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.
(2) Based on 38,566,207
shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.
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1
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NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The CapStreet Group, LLC
IRS Identification No. 76-0525528
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP:
(1)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
(1)
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BENEFICIALLY
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OWNED BY
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9,041,074
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
(1)
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9,041,074
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
(1)
(2)
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9,041,074
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
(2)
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23.44%
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12
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TYPE OF REPORTING PERSON
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OO
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(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.
(2) Based on 38,566,207
shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.
Item 1.
(a)
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Name of Issuer: Cardtronics, Inc.
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(b)
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Address of Issuers Principal Executive Offices: 3110 Hayes Road, Suite 300
Houston, Texas 77082
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Item 2.
(a)
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This Schedule 13G is filed by and on behalf of (a) CapStreet II, L.P., a Delaware limited
partnership (CS II), (b) CapStreet Parallel II, L.P., a Delaware limited partnership (CS
Parallel II), (c) CapStreet GP II, L.P., a Delaware limited partnership (CS GP II) which is
the general partner of CS II and (d) The CapStreet Group, LLC, a Delaware limited liability
company (CS) which is the general partner of CS Parallel II and CS GP II.
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CS II and CS GP II have shared dispositive and voting power with respect to 8,091,222 shares
of common stock.
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CS Parallel II has shared dispositive and voting power with respect to 949,852 shares of
common stock.
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CS has shared dispositive and voting power with respect to 9,041,074 shares of common stock.
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(b)
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The address of the principal business office of the parties referred to in paragraph (a) of
this Item 2 is:
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600 Travis, Suite 6110, Houston, Texas 77002.
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(c)
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Citizenship:
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CS II, CS Parallel II and CS GP II are each Delaware limited
partnerships. CS is a
Delaware limited liability company.
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(d)
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Title of Class of Securities: Common Stock
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(e)
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CUSIP Number: 1416H108
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Item 3. If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether
the person filing is a:
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(a)
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o
Broker or dealer registered under Section 15 of the Act.
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(b)
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o
Bank as defined in section 3(a)(6) of the Act.
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(c)
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o
Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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o
Investment company registered under section 8 of the Investment Company
Act of 1940.
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(e)
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o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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o
A parent holding company or control person in accordance with
§240.13d-1(b)(ii)(G).
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(h)
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o
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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o
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership
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(a)
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Amount Beneficially Owned:
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With respect to the disclosure set forth in this Item 4, each reporting person
expressly disclaims beneficial ownership with respect to any shares of common stock
other than the shares of common
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stock owned of record by such reporting person. The percent of class provided for
each reporting person below is based on 38,566,207 shares of common stock
outstanding as of December 10, 2007, as reported in Cardtronic Inc.s final
prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on
December 11, 2007.
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As of the close of business on December 31, 2007:
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1.
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CS II beneficially owned 8,091,222 shares
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2.
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CS Parallel II beneficially owned 949,852 shares
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3.
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CS GP II beneficially owned 8,091,222 shares
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4.
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CS beneficially owned 9,041,074 shares
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(b)
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Percent of Class:
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As of the close of business on December 31, 2007:
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1.
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CS II beneficially owned 20.98% of class
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2.
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CS Parallel II beneficially owned 2.46% of class
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3.
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CS GP II beneficially owned 20.98% of class
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4.
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CS beneficially owned 23.44% of class
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote
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As of the close of business on December 31, 2007:
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1.
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CS II 0
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2.
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CS Parallel II 0
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3.
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CS GP II 0
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4.
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CS 0
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(ii)
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shared power to vote or to direct the vote:
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As of the close of business on December 31, 2007:
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1.
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CS II 8,091,222
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2.
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CS Parallel II 949,852
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3.
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CS GP II 8,091,222
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4.
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CS 9,041,074
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(iii)
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sole power to dispose or to direct the disposition of:
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As of the close of business on December 31, 2007:
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1.
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CS II 0
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2.
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CS Parallel II 0
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3.
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CS GP II 0
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4.
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CS 0
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(iv)
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shared power to dispose or to direct the disposition of:
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As of the close of business on December 31, 2007:
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1.
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CS II 8,091,222
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2.
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CS Parallel II 949,852
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3.
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CS GP II 8,091,222
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4.
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CS 9,041,074
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following.
o
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
CS II, CS Parallel II, CS GP II and CS are making this single, joint filing because they may
be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended. The agreement among CS II, CS
Parallel II, CS GP II and CS to file jointly is attached hereto as Exhibit A. Each of CS
II, CS Parallel II, CS GP II and CS disclaims beneficial ownership of all of the shares of
common stock, other than those reported herein as being owned by it.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: February 13, 2008
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CAPSTREET II, L.P.
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By:
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CapStreet GP II, L.P., its general partner
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By:
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The CapStreet Group, LLC, its general partner
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By:
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/s/ Katherine L. Kohlmeyer
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Name:
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Katherine L. Kohlmeyer
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Title:
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Chief Financial Officer
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CAPSTREET PARALLEL II, L.P.
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By:
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The CapStreet Group, LLC, its general partner
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By:
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/s/ Katherine L. Kohlmeyer
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Name:
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Katherine L. Kohlmeyer
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Title:
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Chief Financial Officer
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CAPSTREET GP II, L.P.
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By:
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The CapStreet Group, LLC, its general partner
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By:
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/s/ Katherine L. Kohlmeyer
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Name:
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Katherine L. Kohlmeyer
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Title:
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Chief Financial Officer
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THE CAPSTREET GROUP, LLC
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By:
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/s/ Katherine L. Kohlmeyer
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Name:
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Katherine L. Kohlmeyer
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Title:
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Chief Financial Officer
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