FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/21/2010 |
3. Issuer Name and Ticker or Trading Symbol
Vringo Inc [ VRNG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share | 840,116 | D(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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. See Exhibit 99.1; Note 1. |
2. 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 Name: Scott A. Arenare Title: Partner | 06/21/2010 | |
** 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 5 (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. |
Exhibit 99.1
Designated Filer: |
Warburg Pincus Private Equity IX, L.P. |
Issuer & Ticker Symbol: |
Vringo, Inc. (VRNG) |
Date of Event Requiring Statement: |
June 21, 2010 |
Explanation of Responses:
(1) This Form 3 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 LLC, a New York limited liability company (WP LLC), Warburg Pincus & Co., a New York general partnership (WP), and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the Reporting Persons).
(2) WP IX is 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). 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. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, WP, WP LLC, WPP LLC, WPIX 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, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of all shares of Common Stock except to the extent of any indirect pecuniary interest therein.
Exhibit 99.2
Designated Filer: |
Warburg Pincus Private Equity IX, L.P. |
Issuer & Ticker Symbol: |
Vringo, Inc. (VRNG) |
Date of Event Requiring Statement: |
June 21, 2010 |
Joint Filer Information
Joint Filers: |
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1. Name: |
Warburg Pincus & Co. |
Address: |
450 Lexington Avenue |
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New York, NY 10017 |
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2. Name: |
Warburg Pincus IX, LLC |
Address: |
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: |
Warburg Pincus Partners, LLC |
Address: |
C/O Warburg Pincus LLC |
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450 Lexington Avenue |
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New York, NY 10017 |
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4. Name: |
Warburg Pincus LLC |
Address: |
450 Lexington Avenue |
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New York, NY 10017 |
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5. Name: |
Charles R. Kaye |
Address: |
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: |
Joseph P. Landy |
Address: |
C/O Warburg Pincus LLC |
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450 Lexington Avenue |
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New York, NY 10017 |
Exhibit 99.3
Designated Filer: |
Warburg Pincus Private Equity IX, L.P. |
Issuer & Ticker Symbol: |
Vringo, Inc. (VRNG) |
Date of Event Requiring Statement: |
June 21, 2010 |
Joint Filers Signatures
WARBURG PINCUS & CO.
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/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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Name: Scott A. Arenare |
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Title: Partner |
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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: |
/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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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: |
/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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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: |
/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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Name: Scott A. Arenare |
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Title: Managing Director |
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By: |
/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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Name: Charles R. Kaye |
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By: Scott A. Arenare, Attorney-in-Fact* |
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By: |
/s/ Scott A. Arenare |
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Date: June 21, 2010 |
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Name: Joseph P. Landy |
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By: Scott A. Arenare, Attorney-in-Fact** |
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* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.