- Statement of Changes in Beneficial Ownership (4)
February 15 2011 - 8:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TA ASSOCIATES INC
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2. Issuer Name
and
Ticker or Trading Symbol
CARDTRONICS INC
[
CATM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See General Remarks
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(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST, 56TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2011
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/15/2011
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J
(1)
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231193
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D
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(14)
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0
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I
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See Footnote 2
(2)
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Common Stock
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2/15/2011
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J
(3)
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32684
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A
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(14)
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32684
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I
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See Footnote 4
(4)
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Common Stock
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2/15/2011
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J
(5)
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32684
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D
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(14)
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0
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I
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See Footnote 6
(6)
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Common Stock
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2/15/2011
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J
(7)
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327
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A
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(14)
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2829
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D
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Common Stock
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2/15/2011
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J
(8)
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26777
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D
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(14)
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0
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I
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See Footnote 9
(9)
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Common Stock
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2/15/2011
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S
(10)
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27552
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D
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$19.3378
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0
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I
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See Footnote 11
(11)
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Common Stock
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2/15/2011
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S
(12)
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4893
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D
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$19.3378
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0
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I
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See Footnote 13
(13)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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TA/Atlantic and Pacific IV L.P. distributed 231,193 shares pro rata for no consideration to the partners of TA/Atlantic and Pacific IV L.P. in a transaction exempt under Rule 16a-9(a).
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(
2)
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These securities were owned solely by TA/Atlantic and Pacific IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. Each of TA Associates, Inc. and TA Associates AP IV L.P. may have been deemed to have a beneficial interest in shares held by TA Atlantic and Pacific IV L.P. and each disclaimed beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares.
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(
3)
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TA Associates AP IV L.P. is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. and received 32,684 shares from TA/Atlantic and Pacific IV L.P. in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
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(
4)
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These securities are owned solely by TA Associates AP IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Associates AP IV L.P. and diclaims beneficial interest of such shares, except to the extent of its pecuniary interest in 327 shares.
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(
5)
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TA Associates AP IV L.P. distributed 32,684 shares pro rata for no consideration to the partners of TA Associates AP IV L.P. in a transaction exempt under Rule 16a-9(a).
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(
6)
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These securities were owned solely by TA Associates AP IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P. TA Associates, Inc. may have been deemed to have a beneficial interest in shares held by TA Associates AP IV L.P. and diclaimed beneficial interest of such shares, except to the extent of its pecuniary interest in such shares.
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(
7)
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TA Associates, Inc. is the General Partner of TA Associates AP IV L.P. and received 327 shares from TA Associates AP IV L.P. in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
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(
8)
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TA Investors II L.P. distributed 26,777 shares pro rata for no consideration to the partners of TA Investors II L.P. in a transaction exempt under Rule 16a-9(a).
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(
9)
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These securities were owned solely by TA Investors II L.P. TA Associates, Inc. is the General Partner of TA Investors II L.P. TA Associates, Inc. may have been deemed to have a beneficial interest in shares held by TA Investors II L.P. and disclaimed beneficial ownership of such shares.
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(
10)
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These securities were sold solely by TA Strategic Partners Fund A L.P.
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(
11)
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These securities were owned solely by TA Strategic Partners Fund A L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund A L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may have been deemed to have a beneficial interest in shares held by TA Strategic Partners Fund A L.P. and each disclaimed beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares.
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(
12)
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These securities were sold solely by TA Strategic Partners Fund B L.P.
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(
13)
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These securities were owned solely by TA Strategic Partners Fund B L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund B L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may have been deemed to have a beneficial interest in shares held by TA Strategic Partners Fund B L.P. and each disclaimed beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares.
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(
14)
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Not Applicable
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Remarks:
The Reporting Persons are members of a 13(d) group and have a representative on the Issuer's board of directors. Michael A. Wilson currently serves as the Reporting Persons' representative on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer. Due to the limit of joint filers that can be included on one form, TA Associates, Inc., TA IX L.P., TA Associates IX LLC, TA Atlantic and Pacific V L.P., TA Associates AP V L.P., TA/Atlantic and Pacific IV L.P., TA Associates AP IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Associates SPF L.P., and TA Investors II L.P. have filed separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TA ASSOCIATES INC
JOHN HANCOCK TOWER
200 CLARENDON ST, 56TH FLOOR
BOSTON, MA 02116
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X
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See General Remarks
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TA / ATLANTIC & PACIFIC IV LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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TA ASSOCIATES AP IV LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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TA Investors II L.P.
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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TA ASSOCIATES STRATEGIC PARTNERS FUND A LP
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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TA ASSOCIATES STRATEGIC PARTNERS FUND B LP
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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TA ASSOCIATES SPF LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
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See General Remarks
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Signatures
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TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA/Atlantic and Pacific IV L.P., By TA Associates AP IV L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA Associates AP IV L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA Investors II L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA Strategic Partners Fund A L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA Strategic Partners Fund B L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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TA Associates SPF L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer
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2/15/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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