| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/21/2005 |
3. Issuer Name and Ticker or Trading Symbol
SEABRIGHT INSURANCE HOLDINGS INC [ SEAB ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 7,649,832(2) | (1) | I | Indirect GP of 10% Owner |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock is convertible at any time into 15.299664 shares of Common Stock. There is no expiration date. It is expected that all Series A Preferred Stock will be converted into Common Stock upon the completion of SEAB's initial public offering. |
| 2. Shares are held as follows: 2,032,560 shares in the name of Summit Ventures V, L.P.; 339,867 in the name of Summit V Companion Fund, L.P.; 41,554 in the name of Summit V Advisors Fund, L.P.; 135,953 in the name of Summit V Advisors Fund (QP), L.P.; 3,449,447 in the name of Summit Ventures VI-A, L.P.; 1,438,566 in the name of Summit Ventures VI-B, L.P.; 71,740 in the name of Summit VI Advisors Fund, L.P.; 110,142 in the name of Summit VI Entrepreneurs Fund, L.P.; and 30,003 in the name of Summit Investors VI, L.P. |
| Remarks: |
| The entities mentioned in Footnote 2 are collectively referred to as "Summit Partners." Summit Partners, LLC is the general partner of Summit Partners V, L.P., which is the general partner of each of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P. and Summit V Advisors Fund, L.P. The reporting persons referenced above, along with Scott C. Collins, Kevin P. Mohan and Robert V. Walsh (who are included in a separate report due to the restriction on the number of joint filers in an electronic report), are members of Summit Partners, LLC and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein. Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. The reporting persons referenced above, along with Scott C. Collins, Kevin P. Mohan and Robert V. Walsh (who are included in a separate report due to the restriction in the number of joint filers in an electronic report), are the members of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein. |
| Robin W. Devereux, Power of Attorney for Peter Y. Chung | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Bruce R. Evans | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Walter G. Kortschak | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Martin J. Mannion | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Thomas S. Roberts | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for E. Roe Stamps, IV | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Joseph F. Trustey | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Stephen G. Woodsum | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Gregory M. Avis | 01/21/2005 | |
| ** 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. | ||