| 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
PRIVATE BUSINESS INC [ PBIZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2005 | ||||||||||||||||||||||||||
|
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 | ||||||
|
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 | ||||||||
| Warrants to Purchase Shares of Common Stock | $1.32 | 12/09/2005 | P | 1,893,940 | 12/09/2005 | 01/20/2014 | Common Stock | 1,893,940 | $0(3) | 1,893,940 | I | See footnote(1)(2) | |||
| Warrants to Purchase Shares of Common Stock | $1.32 | 12/09/2005 | P | 1,893,939 | 06/09/2007 | 01/20/2014 | Common Stock | 1,893,939 | $0(3) | 1,893,939 | I | See footnote(1)(2) | |||
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. The Warrants to purchase shares of common stock of the Issuer (the "Reported Securities") reported on this Form 4 are held of record by Lightyear PBI Holdings, LLC ("Holdings"). As the members of Holdings, The Lightyear Fund, L.P. ("The Lightyear Fund") and The Lightyear Co-Invest Partnership, L.P. ("Co-Invest") may be deemed to be the beneficial owners of such Reported Securities. As the sole general partner of both The Lightyear Fund and Co-Invest, Lightyear Fund GP, LLC ("Lightyear Fund GP") may also be deemed to be the beneficial owner of such Reported Securities. As the sole member of Lightyear Fund GP, Marron & Associates, LLC ("Marron & Associates") may also be deemed to be the beneficial owner of such Reported Securities. As the sole member of Marron & Associates, Mr. Donald B. Marron may also be deemed to be the beneficial owner of such Reported Securities. |
| 2. Each of the Reporting Person, other than Holdings, may be deemed to share beneficial ownership of the Reportable Securities, but disclaim beneficial ownership of the Reported Securities, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons, other than Holdings, are the beneficial owners of all such Reported Securities covered by this Form 4. |
| 3. Holdings received the Reported Securities, as well as a Senior Subordinated Note due 2010, in connection with a $10 million loan (the "Lightyear Loan") to Private Business, Inc. |
| /S/ TIMOTHY J. KACANI, Manager of Lightyear PBI Holdings, LLC | 12/13/2005 | |
| ** 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 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. | ||