| 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) 01/21/2005 |
3. Issuer Name and Ticker or Trading Symbol
SEABRIGHT INSURANCE HOLDINGS INC [ SEAB ] |
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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) |
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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 | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 2,549,934(2) | (1) | I | Indirect GP of 10% Owner |
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. 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 shares in the name of Summit V Companion Fund, L.P.; 41,554 shares in the name of Summit V Advisors Fund, L.P.; and 135,953 shares in the name of Summit V Advisors Fund (QP), 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. Messrs. Collins, Mohan and Walsh, along with Peter Y. Chung, Bruce R. Evans, Walter G. Kortschak, Martin J. Mannion, Thomas S. Roberts, E. Roe Stamps, IV, Joseph F. Trustey, Stephen G. Woodsum and Gregory M. Avis (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, LLC, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member | 01/21/2005 | |
| Summit Partners V, L.P. by Summit Partners, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Scott C. Collins | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Kevin P. Mohan | 01/21/2005 | |
| Robin W. Devereux, Power of Attorney for Robert V. Walsh | 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. | ||