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 |
|
|||||||||||||||
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
Stream Global Services, Inc. [ SGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/18/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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, par value $0.001 per share | 04/18/2012 | J | 941,252 | A | (1) | 71,011,280(1)(2) | D(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 |
Explanation of Responses: |
1. On April 18, 2012, pursuant to the terms of that certain Contribution and Exchange Agreement (the "Rollover Contribution Agreement"), dated as of April 18, 2012, by and among SGS Holdings LLC ("Parent"), G. Drew Conway ("Mr. Conway") and Paul G. Joubert ("Mr. Joubert" and, together with Mr. Conway, the "Rollover Directors"), each of the Rollover Directors contributed all of his shares of common stock, par value $0.001 per share ("Shares"), of Stream Global Services, Inc. to Parent in exchange for units of membership interest of Parent. Specifically, Mr. Conway contributed 451,498 Shares and Mr. Joubert contributed 489,754 Shares to Parent pursuant to the Rollover Contribution Agreement. |
2. As of April 18, 2012, each of Ares Corporate Opportunities Fund II, L.P. ("Ares"), EGS Dutchco B.V. ("EGS"), NewBridge International Investment Ltd. (together with Ares and EGS, the "Parent Members"), Mr. Conway and Mr. Joubert beneficially owned 50.8%, 19.0%, 28.9%, 0.6% and 0.7%, respectively, of the units of membership interest of Parent. Accordingly, each of the Parent Members and the Rollover Directors may be deemed to have indirect beneficial ownership of a portion of the Shares reported on this Form 4. The Parent Members and the Rollover Directors each disclaim beneficial ownership of such Shares except to the extent of their respective pecuniary interests therein, and the inclusion of such Shares in this report shall not be deemed to be an admission of beneficial ownership of such Shares except to the extent of their respective pecuniary interests therein for purposes of Section 16 or any other purpose. |
/s/ Nathan Walton, President, for SGS HOLDINGS LLC | 04/18/2012 | |
** 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. |