| 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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Vringo Inc [ VRNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 $0.01 per share | 06/22/2011 | S | 840,116 | D | $0.3809(1) | 0 | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities were disposed at a price of $0.3808997 |
| 2. See Exhibit 99.1; Note 1 |
| 3. See Exhibit 99.1; Note 2 |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
| WARBURG PINCUS PRIVATE EQUITY IX, L.P., By: Warburg Pincus IX, LLC, its General Partner, By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Partner | 06/24/2011 | |
| ** 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 Number. | ||
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Designated Filer:
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Warburg Pincus Private Equity IX, L.P.
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Issuer & Ticker Symbol:
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Vringo, Inc. (VRNG)
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Date of Event Requiring Statement:
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June 22, 2011
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Explanation of Responses:
(1) This Form 4 is filed on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”), Warburg Pincus IX LLC, a New York limited liability company (“WP IX LLC”), Warburg Pincus Partners, LLC, a New York limited liability company (“WPP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the “Warburg Pincus Reporting Persons”).
(2) Prior to the transaction reported herein, WP IX was the direct record owner of 840,116 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Vringo, Inc. (the “Issuer”). Pursuant to the Stock Purchase Agreements entered into as of June 22, 2011, WP IX disposed of all of its Common Stock of the Issuer. The sole general partner of WP IX is WP IX LLC. WPP LLC is the sole member of WP IX LLC. WP is the managing member of WPP LLC. WP LLC manages WP IX. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, WP IX LLC, WPP LLC, WP, WP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by WP IX. Each of WP IX LLC, WPP LLC, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of all shares of Common Stock of the Issuer except to the extent of any indirect pecuniary interest therein.
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Designated Filer:
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Warburg Pincus Private Equity IX, L.P.
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Issuer & Ticker Symbol:
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Vringo, Inc. (VRNG)
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Date of Event Requiring Statement:
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June 22, 2011
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Joint Filer Information
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Joint Filers:
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1. Name:
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Warburg Pincus IX LLC
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Address:
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C/O Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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2. Name:
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Warburg Pincus Partners, LLC
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Address:
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C/O Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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3. Name:
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Warburg Pincus & Co.
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Address:
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450 Lexington Avenue
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New York, NY 10017
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4. Name:
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Warburg Pincus LLC
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Address:
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450 Lexington Avenue
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New York, NY 10017
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5. Name:
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Charles R. Kaye
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Address:
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C/O Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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6. Name:
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Joseph P. Landy
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Address:
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C/O Warburg Pincus LLC
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450 Lexington Avenue
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New York, NY 10017
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Designated Filer:
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Warburg Pincus Private Equity IX, L.P.
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Issuer & Ticker Symbol:
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Vringo, Inc. (VRNG)
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Date of Event Requiring Statement:
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June 22, 2011
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Joint Filers’ Signatures
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WARBURG PINCUS IX LLC
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By: Warburg Pincus Partners, LLC, its Sole Member,
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By: Warburg Pincus & Co., its Managing Member
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS PARTNERS, LLC
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By: Warburg Pincus & Co., its Managing Member
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS & CO.
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Scott A. Arenare
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Title: Partner
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WARBURG PINCUS LLC
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Scott A. Arenare
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Title: Managing Director
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CHARLES R. KAYE
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Charles R. Kaye
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By: Scott A. Arenare, Attorney-in-Fact*
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JOSEPH P. LANDY
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By:
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/s/ Scott A. Arenare
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Date: June 24, 2011
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Name: Joseph P. Landy
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By: Scott A. Arenare, Attorney-in-Fact**
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*
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Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
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**
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Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
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