- Amended Statement of Beneficial Ownership (SC 13D/A)
28 August 2009 - 7:15AM
Edgar (US Regulatory)
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UNITED STATES
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OMB
APPROVAL
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|
SECURITIES AND EXCHANGE COMMISSION
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OMB Number:
3235-0145
Expires: February 28, 2009
Estimated
average burden
hours per response.......14.5
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 5)*
(Name of Issuer)
Common
Stock, par value $0.01
(Title of Class of
Securities)
(CUSIP Number)
|
Orlando
Bravo
|
Gerald
Nowak
|
|
|
c/o
Thoma Cressey Bravo, Inc.
|
Kirkland &
Ellis LLP
|
|
|
600
Montgomery Street, 32
nd
Floor
|
300
N. LaSalle Street
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|
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San
Francisco, CA 94111
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Chicago,
Illinois 60654
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(415) 263-3660
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(312) 862-2000
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|
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
|
1
|
Names of Reporting Persons
/ I.R.S.
Identification Nos. of Above Persons (entities only)
Thoma Cressey Equity Partners, Inc.
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|
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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|
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5
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Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 (See Item 5)
|
|
8
|
Shared Voting Power
1,503,604 (See Item 5)
|
|
9
|
Sole Dispositive Power
0 (See Item 5)
|
|
10
|
Shared Dispositive Power
1,503,604 (See Item 5)
|
|
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,503,604 (See Item 5)
|
|
|
12
|
Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
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13
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Percent of Class
Represented by Amount in Row (11)
4.7%*
|
|
|
14
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Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
|
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* As
reported on the most recently filed Form 10-Q of the Issuer, 31,970,132
shares of common stock were outstanding as of August 4, 2009.
2
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1
|
Names of Reporting Persons
/ I.R.S.
Identification Nos. of Above Persons (entities only)
Thoma Cressey Fund VII, L.P.
|
|
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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(a)
|
o
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|
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(b)
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x
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3
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SEC Use Only
|
|
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4
|
Source of Funds (See
Instructions)
OO
|
|
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5
|
Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 (See Item 5)
|
|
8
|
Shared Voting Power
1,503,604 (See Item 5)
|
|
9
|
Sole Dispositive Power
0 (See Item 5)
|
|
10
|
Shared Dispositive Power
1,503,604 (See Item 5)
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,503,604 (See Item 5)
|
|
|
12
|
Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
4.7%*
|
|
|
14
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
|
|
|
|
* As
reported on the most recently filed Form 10-Q of the Issuer, 31,970,132
shares of common stock were outstanding as of August 4, 2009.
3
|
1
|
Names of Reporting Persons
/ I.R.S.
Identification Nos. of Above Persons (entities only)
Thoma Cressey Friends Fund VII, L.P.
|
|
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
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(a)
|
o
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|
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(b)
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x
|
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3
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SEC Use Only
|
|
|
4
|
Source of Funds (See
Instructions)
OO
|
|
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5
|
Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 (See Item 5)
|
|
8
|
Shared Voting Power
1,503,604 (See Item 5)
|
|
9
|
Sole Dispositive Power
0 (See Item 5)
|
|
10
|
Shared Dispositive Power
1,503,604 (See Item 5)
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,503,604 (See Item 5)
|
|
|
12
|
Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
4.7%*
|
|
|
14
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
|
|
|
|
* As
reported on the most recently filed Form 10-Q of the Issuer, 31,970,132
shares of common stock were outstanding as of August 4, 2009.
4
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1
|
Names of Reporting Persons
/ I.R.S.
Identification Nos. of Above Persons (entities only)
TC Partners VII, L.P.
|
|
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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(a)
|
o
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|
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(b)
|
x
|
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3
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SEC Use Only
|
|
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4
|
Source of Funds (See
Instructions)
OO
|
|
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5
|
Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 (See Item 5)
|
|
8
|
Shared Voting Power
1,503,604 (See Item 5)
|
|
9
|
Sole Dispositive Power
0 (See Item 5)
|
|
10
|
Shared Dispositive Power
1,503,604 (See Item 5)
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,503,604 (See Item 5)
|
|
|
12
|
Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
4.7%*
|
|
|
14
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
|
|
|
|
* As
reported on the most recently filed Form 10-Q of the Issuer, 31,970,132
shares of common stock were outstanding as of August 4, 2009.
5
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1
|
Names of Reporting Persons
/ I.R.S.
Identification Nos. of Above Persons (entities only)
Carl D. Thoma
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
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|
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(b)
|
x
|
|
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3
|
SEC Use Only
|
|
|
4
|
Source of Funds (See
Instructions)
OO
|
|
|
5
|
Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 (See Item 5)
|
|
8
|
Shared Voting Power
1,503,604 (See Item 5)
|
|
9
|
Sole Dispositive Power
0 (See Item 5)
|
|
10
|
Shared Dispositive Power
1,503,604 (See Item 5)
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,503,604 (See Item 5)
|
|
|
12
|
Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
4.7%*
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
* As
reported on the most recently filed Form 10-Q of the Issuer, 31,970,132
shares of common stock were outstanding as of August 4, 2009.
6
Item 1.
|
Security and Issuer.
|
The class of equity security to which this statement
relates is the common stock par value $0.01, per share (the
Common Stock
),
of JDA Software Group, Inc., a Delaware corporation (the
Issuer
). The name and address of the principal
executive offices of the Issuer are:
JDA Software Group, Inc.
14400 N. 87
th
St.
Scottsdale, AZ 85260
As reported below, the Reporting Persons have ceased
to be the beneficial owners of more than five percent (5%) of the outstanding
shares of Common Stock of the Issuer, and accordingly, upon the filing of this
Amendment No. 5, the Reporting Persons shall no longer be subject to the
reporting requirements of Section 13(d) of the Securities and Exchange Act of
1934 with regard to the Common Stock of the Issuer.
Item 2.
|
Identity and Background.
|
This statement is being jointly filed by each of the
following persons pursuant to Rule 13d-1(k) promulgated by the
Securities and Exchange Commission (the
Commission
) pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the
Exchange Act
): Thoma Cressey
Bravo, Inc., f/k/a Thoma Cressey Equity Partners, Inc., a Delaware
corporation (
TCEP
), TC Partners VII, L.P., a Delaware limited
partnership (
TC
), Thoma Cressey Fund VII, L.P., a Delaware limited
partnership (
Fund VII
), Thoma Cressey Friends Fund VII, L.P., a
Delaware limited partnership (
Friends Fund VII
), and Carl D. Thoma (
Thoma
).
Thoma may be deemed to control TCEP, TC, Fund VII and Friends Fund VII as Thoma
is the sole shareholder of TCEP, which in turn is the general partner of TC,
which in turn is the general partner of both Fund VII and Friends Fund
VII. TCEP, TC, Fund VII, Friends Fund
VII and Thoma are collectively referred to as the
Reporting Persons
. The Common Stock of the Issuer deemed to be
beneficially owned by each of the Reporting Persons is set forth in response to
Item 5 of this Schedule 13D, which is incorporated by reference herein.
The principal business address of each of the
Reporting Persons is c/o Thoma Cressey Equity Partners, Inc., 233 South
Wacker Drive, 92
nd
Floor, Chicago, IL 60606.
The principal business of TCEP, TC, Fund VII and
Friends Fund VII is that of a private investment fund engaging in the purchase
and sale of investments for its own account.
Thoma is the sole stockholder of TCEP.
During the past five years, none of the Reporting
Persons and, to the knowledge of the Reporting Persons, none of the executive
officers or directors of the Reporting Persons, if applicable, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Thoma is a citizen of the United States.
Item 3.
|
Source and Amount of Funds or
Other Consideration.
|
The Reporting Persons are all affiliated with Fund VII
and Friends Fund VII, which are private equity funds formed for the purpose of
making investments in public and private securities. The source of funds is capital committed by
the limited partners of these funds, who are not themselves necessarily affiliates
of the funds. The Common Stock reported
in this Schedule 13D may be acquired by the Reporting Persons, or their
affiliates, upon converting the Series B Convertible Preferred Stock, par
value $0.01 per share of the Issuer (the
Shares
) they received pursuant
to that certain Preferred Stock Purchase Agreement, dated as of April 23,
2006, by and between Issuer, Fund VII and Friends Fund VII.
7
The information set forth in Item 4 of this Schedule
13D is hereby incorporated herein by reference.
Item 4.
|
Purpose of Transaction.
|
The shares of Common Stock were sold as part of the
proprietary investing strategy of the Reporting Persons. The Reporting Persons intend to optimize the
value of their investments and, therefore, review from time to time the
Issuers business affairs, financial position, and contractual rights and
obligations and consider all alternatives available to the Reporting Persons
with respect to their investment. Based
on such evaluation and review, as well as general economic and industry
conditions existing at the time, the Reporting Persons may consider from time
to time various alternative courses of action.
Such actions may include the acquisition or disposition of Common Stock
or other securities through open market transactions, privately negotiated
transactions, a tender offer, a merger, an exchange offer or otherwise. As part of monitoring their investments, the
Reporting Persons may also, from time to time, seek to meet with and have
discussions with the Issuers management and directors and, further, may
communicate with other holders of Common Stock to understand their views on the
Issuers operating strategy and financial performance. Except as set forth herein, the Reporting
Persons have no present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D.
The information set forth in Item 3 of this Schedule
13D is hereby incorporated herein by reference.
Item 5.
|
Interest in Securities of the
Issuer.
|
(a) - (b) On
August 24, 2009 Fund VII sold 46,000 shares of Common Stock decreasing the
total number of shares owned by the Reporting Persons to 1,570,704 shares of
Common Stock (on an as-converted basis), or approximately 4.91% of the Issuers
outstanding Common Stock. As of the date
hereof, the Reporting Persons may be deemed to beneficially own and have sole
power to vote and sole power of disposition over 1,503,604 shares of Common Stock,
or approximately 4.7% of the Issuers outstanding Common Stock.
(c) The
dates of the transactions, the amounts of such securities involved in such
transactions, and the average price per share of Common Stock for such
transactions on such dates for all purchases and sales of Common Stock made by
the Reporting Persons in the past 60 days are set forth in SCHEDULE A attached
hereto.
(d) Except
as stated within this Item 5, to the knowledge of the Reporting Persons, only
the Reporting Persons have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the shares of Common
Stock of the Issuer reported by this statement.
(e) Inapplicable.
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D filed by the Reporting
Persons on July 14, 2006 is hereby expressly incorporated by reference.
8
Except for the agreements described above or in
response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated
herein by reference, to the best knowledge of the Reporting Persons, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and
any other person, with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any of the securities, finders fees,
joint ventures, loan or option agreements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.
|
Material to be filed as
Exhibits.
|
Exhibit A Joint Filing Agreement, dated August 27, 2009, by and among
each of the Reporting Persons
9
SIGNATURES
After reasonable inquiry and to the best of each of
the undersigneds knowledge and belief, each of the undersigned certify that
the information set forth in this statement is true, complete and correct.
Date: August 27,
2009
|
Thoma Cressey Bravo, Inc.
|
|
|
|
By:
|
/s/
Orlando Bravo
|
|
Name:
Orlando Bravo
|
|
Its:
Authorized Signatory
|
|
|
|
|
|
TC Partners VII, L.P.
|
|
|
|
By:
|
Thoma
Cressey Equity Partners, Inc.
|
|
Its:
|
General
Partner
|
|
|
|
By:
|
/s/
Orlando Bravo
|
|
Name:
Orlando Bravo
|
|
Its:
Authorized Signatory
|
|
|
|
Thoma Cressey Fund VII, L.P.
|
|
|
|
By:
|
/s/
Orlando Bravo
|
|
Name:
Orlando Bravo
|
|
Its:
Authorized Signatory
|
|
|
|
Thoma Cressey Friends Fund VII, L.P.
|
|
|
|
By:
|
/s/
Orlando Bravo
|
|
Name:
Orlando Bravo
|
|
Its:
Authorized Signatory
|
|
|
|
|
|
/s/
Carl D. Thoma
|
|
|
|
|
10
EXHIBIT A
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and subject to the limitations
set forth therein, the parties set forth below agree to jointly file the
Schedule 13D to which this joint filing agreement is attached, and have duly
executed this joint filing agreement as of the date set forth below.
Date: August 27, 2009
|
Thoma
Cressey Bravo, Inc.
|
|
|
|
By:
|
/s/ Orlando Bravo
|
|
Name: Orlando Bravo
|
|
Its: Authorized
Signatory
|
|
|
|
|
|
TC
Partners VII, L.P.
|
|
|
|
By:
|
Thoma Cressey Equity
Partners, Inc.
|
|
Its:
|
General Partner
|
|
|
|
By:
|
/s/ Orlando Bravo
|
|
Name: Orlando Bravo
|
|
Its: Authorized
Signatory
|
|
|
|
Thoma
Cressey Fund VII, L.P.
|
|
|
|
By:
|
/s/ Orlando Bravo
|
|
Name: Orlando Bravo
|
|
Its: Authorized
Signatory
|
|
|
|
Thoma
Cressey Friends Fund VII, L.P.
|
|
|
|
By:
|
/s/ Orlando Bravo
|
|
Name: Orlando Bravo
|
|
Its: Authorized
Signatory
|
|
|
|
|
|
/s/
Carl D. Thoma
|
|
|
|
|
11
SCHEDULE
A
Transactions
in the Common Stock of Issuer by Reporting Persons in the past 60 days
Date of Transaction
|
|
Shares Sold
|
|
Average Price Per Share
|
|
07/23/09
|
|
47,800
|
|
$
|
21.3551
|
|
|
|
|
|
|
|
07/24/09
|
|
232,133
|
|
$
|
20.4074
|
|
|
|
|
|
|
|
07/27/09
|
|
253,386
|
|
$
|
20.2443
|
|
|
|
|
|
|
|
07/28/09
|
|
341,960
|
|
$
|
20.4140
|
|
|
|
|
|
|
|
07/29/09
|
|
224,435
|
|
$
|
20.6017
|
|
|
|
|
|
|
|
07/30/09
|
|
187,186
|
|
$
|
21.1174
|
|
|
|
|
|
|
|
7/31/09
|
|
68,500
|
|
$
|
20.8851
|
|
|
|
|
|
|
|
8/3/09
|
|
144,600
|
|
$
|
20.2638
|
|
|
|
|
|
|
|
8/4/09
|
|
110,411
|
|
$
|
20.4283
|
|
|
|
|
|
|
|
8/5/09
|
|
112,100
|
|
$
|
20.3720
|
|
|
|
|
|
|
|
8/6/09
|
|
10,608
|
|
$
|
20.1223
|
|
|
|
|
|
|
|
8/7/09
|
|
83,936
|
|
$
|
20.2389
|
|
|
|
|
|
|
|
8/10/09
|
|
78,884
|
|
$
|
20.0655
|
|
|
|
|
|
|
|
8/11/09
|
|
800
|
|
$
|
20.0200
|
|
|
|
|
|
|
|
8/13/09
|
|
53,900
|
|
$
|
20.0766
|
|
|
|
|
|
|
|
|
8/14/09
|
|
1,600
|
|
$
|
20.0375
|
|
|
|
|
|
|
|
|
8/19/09
|
|
4,009
|
|
$
|
20.0000
|
|
|
|
|
|
|
|
|
8/21/09
|
|
30,652
|
|
$
|
20.0847
|
|
|
|
|
|
|
|
|
8/24/09
|
|
46,000
|
|
$
|
20.1952
|
|
|
|
|
|
|
|
|
8/25/09
|
|
55,400
|
|
$
|
20.0869
|
|
|
|
|
|
|
|
|
8/26/09
|
|
11,700
|
|
$
|
20.0445
|
|
12
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