- Initial Statement of Beneficial Ownership (3)
15 November 2011 - 9:36AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Presidio, Inc.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/1/2011
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3. Issuer Name
and
Ticker or Trading Symbol
INX Inc [INXI]
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(Last)
(First)
(Middle)
C/O AMERICAN SECURITIES LLC, 299 PARK AVENUE, 34TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ (See Remarks below)
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(Street)
NEW YORK, NY 10171
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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N/A (see Remarks below)
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0
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D
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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 Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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Remarks:
The Reporting Persons beneficially own no securities of the Issuer. As an inducement for Presidio, Inc. to enter into the Merger Agreement and in consideration thereof, (i) James H. Long ("Long"), (ii) Mark T. Hilz ("Hilz") and (iii) William M. Sams ("Sams", and together with Long and Hilz, the "Stockholders"), each entered into a Voting and Proxy Agreement, dated November 1, 2011, with Presidio, Inc. (collectively, the "Voting Agreements"). Pursuant to these Voting Agreements, the Stockholders agreed to vote the shares of the Issuer's Common Stock owned or controlled by them, collectively 2,761,031 shares of Common Stock (equal to 28.4% of the issued and outstanding shares of Common Stock, based on 9,714,792 shares of common stock outstanding, as of August 1, 2011, as set forth in the Issuer's Quarterly Report on Form 10-Q for the Company's fiscal quarterly period ended June 30, 2011), in favor of that certain Agreement and Plan of Merger, dated November 1, 2011 (the "Merger Agreement"), by and among the Issuer, Presidio, Inc. and Indigo Merger Sub, Inc., and the transactions contemplated by the Merger Agreement. The Stockholders also agreed that, without the prior written consent of Presidio, Inc., they will not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell any of their shares of Company Common Stock, subject to certain exceptions. None of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting and Proxy Agreement, and each expressly disclaims beneficial ownership of such shares for all purposes.
See Exhibit 99.1 Joint Filer Information.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Presidio, Inc.
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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(See Remarks below)
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AS Presidio Holdings LLC
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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(See Remarks below)
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American Securities Partners V, L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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X
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American Securities Partners V(B), L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY 10171
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X
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American Securities Partners V (C) L.P.
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR
NEW YORK, NY 10171
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X
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American Securities Associates V, LLC
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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X
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AMERICAN SECURITIES LLC
299 PARK AVENUE
34TH FLOOR
NEW YORK, NY 10171
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X
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Presidio Holdings Inc.
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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(See Remarks below)
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Presidio IS Corp.
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
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(See Remarks below)
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Signatures
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Presidio, Inc. By: /s/ Eric L. Schondorf, Vice President
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11/14/2011
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**
Signature of Reporting Person
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Date
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Presidio IS Corp. By: /s/ Eric L. Schondorf, Vice President
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11/14/2011
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Signature of Reporting Person
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Date
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Presidio Holdings Inc. By: /s/ Eric L. Schondorf, Vice President
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11/14/2011
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**
Signature of Reporting Person
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Date
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AS Presidio Holdings LLC By: ASP Manager Corp., its manager By: /s/ Eric L. Schondorf, Vice President
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11/14/2011
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Signature of Reporting Person
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Date
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American Securities Partners V, L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member
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11/14/2011
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**
Signature of Reporting Person
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Date
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American Securities Partners V(B), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member
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11/14/2011
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Signature of Reporting Person
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Date
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American Securities Partners V(C), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch, Managing Member
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11/14/2011
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**
Signature of Reporting Person
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Date
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American Securities Associates V, LLC By: /s/ Michael G. Fisch, Managing Member
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11/14/2011
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**
Signature of Reporting Person
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Date
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American Securities LLC By: /s/ Eric L. Schondorf, General Counsel
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11/14/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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