| 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
CCC INFORMATION SERVICES GROUP INC [ CCCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2006 | ||||||||||||||||||||||||||
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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 $.10 per share | 02/10/2006 | S | 891,127 | D | $23,614,865.5(1) | 0 | I | Through partnership(2) | ||
| Common Stock, par value $.10 per share | 02/10/2006 | S | 129,075 | D | $3,420,487.5(3) | 0 | I | Through partnership(4) | ||
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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 | ||||||||
| Common Stock Purchase Warrant | $6.875 | 02/10/2006 | X | 1,200,000 | 02/23/2001 | 02/23/2006 | Common Stock | 1,200,000 | $19.625(5) | 0 | I | Through partnership(4) | |||
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. Shares held by Capricorn Investors II, L.P. ("Capricorn II") disposed of pursuant to Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 21, 2005, among Cougar Holdings, Inc., Cougar Merger Sub, Inc. and the issuer, in exchange for $26.50 per share, or an aggregate amount of $23,614,865.50. |
| 2. Such shares are owned directly by Capricorn II. Mr. Winokur is the managing member of Capricorn Holdings, LLC, the general partner of Capricorn II and, as such, may be deemed to have both voting and investment power over such shares. Mr. Winokur may be deemed to have a pecuniary interest in the shares owned directly by Capricorn II through his membership interest in Winokur Family Investors LLC, which is both a limited partner of Capricorn II and a member of Capricorn Holdings LLC. For purposes of Section 16(b) of the Exchange Act, Mr. Winokur disclaims beneficial ownership of Capricorn II's shares and warrants in excess of his pecuniary interest. |
| 3. Shares held by Capricorn Investors III, L.P. ("Capricorn III") disposed of pursuant to the Merger Agreement in exchange for $26.50 per share, or an aggregate amount of $3,420,487.50. |
| 4. Such shares and the warrant described in Note 5 are owned directly by Capricorn III. Mr. Winokur is the managing member of Capricorn Holdings III, LLC, the general partner of Capricorn III and, as such, may be deemed to have both voting and investment power over such shares. Mr. Winokur may be deemed to have a pecuniary interest in the shares and warrants owned directly by Capricorn III through his membership interest in Winokur Family Investors LLC, which is both a limited partner of Capricorn III and a member of Capricorn Holdings III, LLC. For purposes of Section 16(b) of the Exchange Act, Mr. Winokur disclaims beneficial ownership of Capricorn III's shares and warrants in excess of his pecuniary interest. |
| 5. Capricorn III held a warrant to purchase 1,200,000 shares of common stock at an exercise price of $6.875 per share, which were exercisable (pursuant to a cashless exercise) in connection with the merger contemplated by the Merger Agreement into the right to receive a cash payment of $19.625 per share, or an aggregate amount of $23,550,000.00, representing the difference between the exercise price of the warrant and the cash consideration being paid to holders of Common Stock pursuant to the merger ($26.50 per share). |
| Remarks: |
| /s/ Herbert S. Winokur, Jr. | 02/10/2006 | |
| /s/ Capricorn Investors II, L.P. by Capricorn Holdings, LLC, by Herbert S. Winokur, Jr. | 02/10/2006 | |
| /s/ Capricorn Holdings, LLC by Herbert S. Winokur, Jr. | 02/10/2006 | |
| /s/ Capricorn Investors III, L.P. by Capricorn Holdings III, LLC by Herbert S. Winokur, Jr. | 02/10/2006 | |
| /s/ Capricorn Holdings III, LLC by Herbert S. Winokur, Jr. | 02/10/2006 | |
| ** 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. | ||