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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sirona Holdings Luxco S.C.A. 8-10, RUE MATHIAS HARDT L-1717, N4 NONE |
X | |||
Sirona Holdings S.A. 10, RUE HENRI M. SCHNADT L-2530, N4 NONE |
X | Sole manager of 10% holder | ||
MDCP IV Global Investments LP C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9 NONE |
X | Primary shareholder of manager | ||
MDCP IV Global GP, LP C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9 NONE |
X | Indirect GP of 10% owner | ||
MDP Global Investors LTD C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9 NONE |
X | Indirect GP of 10% owner |
Sirona Holdings Luxco S.C.A., by Sirona Holdings S.A., its Manager, by /s/ Timothy Sullivan, its ''A'' Director | 06/21/2006 | |
**Signature of Reporting Person | Date | |
Sirona Holdings S.A., by /s/ Timothy Sullivan, its ''A'' Director | 06/21/2006 | |
**Signature of Reporting Person | Date | |
MDCP IV Global Investments LP, by MDP IV Global GP, LP, its General Partner, by MDP Global Investors Limited, its General Partner, by /s/ Timothy Sullivan, its Managing Director | 06/21/2006 | |
**Signature of Reporting Person | Date | |
MDP IV Global GP, LP, by MDP Global Investors Limited, its General Partner, by /s/ Timothy Sullivan, its Managing Director | 06/21/2006 | |
**Signature of Reporting Person | Date | |
MDP Global Investors Limited, by /s/ Timothy Sullivan, its Managing Director | 06/21/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Sirona Dental Systems, Inc. issued 36,972,480 shares of its Common Stock to Sirona Holdings Luxco S.C.A. ("Luxco") in exchange for 100% of the issued and outstanding share capital of Sirona Holding GmbH ("Sirona") and a Promissory Note issued June 30, 2005 by Sirona to Luxco in the original principal amount of <euro>150,992,464. |
(2) | Owned by Luxco. |
(3) | The following entities may be deemed to have a beneficial interest in the Common Stock held by Luxco. Sirona Holdings S.A. ("Luxco Manager"), by virtue of its being the sole manager of Luxco; MDCP IV Global Investments LP ("MDCP IV Global Investments"), by virtue of its being the controlling shareholder of Luxco Manager; MDP IV Global GP, LP ("MDP IV Global GP"), by virtue of its being the sole general partner of MDCP IV Global Investments and MDP Global Investors Limited by virtue of its being the sole general partner of MDP IV Global GP. |