FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Wilson Michael A.
2. Issuer Name and Ticker or Trading Symbol

CARDTRONICS INC [ CATM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

JOHN HANCOCK TOWER, 56TH FLOOR, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2011
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/15/2011     J (1)    6262   A   (6) 6262   D    
Common Stock   2/15/2011     J (2)    107   A   (6) 6369   D    
Common Stock   2/15/2011     J (3)    774   A   (6) 7143   D    
Common Stock   2/15/2011     J (4)    6597   D   (6) 0   I   See Footnote 5   (5)
Common Stock   2/15/2011     J (4)    6597   A   (6) 13740   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  TA IX L.P. distributed 1,340,998 shares to its partners of which TA Associates IX LLC received 244,805 shares. TA Associates IX LLC then distributed 6,262 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
( 2)  TA Atlantic and Pacific V L.P. distributed 536,456 shares to its partners of which TA Associates AP V L.P. received 5,365 shares. TA Associates AP V L.P. then distributed 107 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
( 3)  TA/Atlantic and Pacific IV L.P. distributed 231,193 shares to its partners of which TA Associates AP IV L.P. received 32,684 shares. TA Associates AP IV L.P. then distributed 774 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
( 4)  TA Investors II L.P. distributed 26,777 shares to its partners in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a), of which the reporting person received 6,597 shares.
( 5)  The Reporting Person may have been deemed to have an indirect pecuniary interest as a partner of TA Investors II L.P. in shares of Common Stock held by TA Investors II L.P. The Reporting Person disclaimed beneficial ownership of all such securities, except to the extent of shares as to which he had a pecuniary interest.
( 6)  Not Applicable

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson Michael A.
JOHN HANCOCK TOWER, 56TH FLOOR
200 CLARENDON STREET
BOSTON, MA 02116
X



Signatures
Michael A. Wilson by Thomas P. Alber, Attorney-in-Fact 2/16/2011
** 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 control number.
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