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Maverick Merger Sub 2, LLC — Director's Dealing 2008
Jul 2, 2008
30445_dirs_2008-07-02_d01bbdba-aee0-46bd-86a4-b6c61667828c.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: WASHINGTON MUTUAL, INC (WM)
CIK: 0000933136
Period of Report: 2008-06-30
Reporting Person: BONDERMAN DAVID (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2008-06-30 | Common Stock, no par value | C | 320000 | — | Acquired | 2620952 | Indirect |
| 2008-06-30 | Common Stock, no par value | C | 227428571 | — | Acquired | 230049523 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2008-06-30 | Series T Preferred Stock | $8.75 | C | 28 | Disposed | Common Stock (320000) | Indirect | |
| 2008-06-30 | Series T Preferred Stock | $8.75 | C | 19900 | Disposed | Common Stock (227428571) | Indirect |
Footnotes
F1: Series T Contingent Convertible Perpetual Non-Cumulative Preferred Stock ("Series T Preferred Stock") of Washington Mutual,
Inc. ("Issuer") automatically converted into shares of Issuer's Common Stock ("Shares") at a conversion price of $8.75 per
share on June 30, 2008, pursuant to its terms and conditions specified in the relevant Articles of Amendment to Issuer's
Amended and Restated Articles of Incorporation. As a result, 28 shares of Series T Preferred Stock directly held by TPG
Partners VI, L.P. ("Partners VI") were converted into 320,000 Shares and 19,900 shares of Series T Preferred Stock directly
held by Olympic Investment Partners, L.P. ("Olympic Partners") were converted into 227,428,571 Shares. Series T Preferred
Stock had no expiration date.
F2: David Bonderman (the "Reporting Person") is an officer, director and shareholder of TPG Advisors VI, Inc., which is the
general partner of TPG GenPar VI, L.P., which in turn is the general partner of Partners VI. The Reporting Person is also
an officer, director and shareholder of TPG Olympic Advisors, Inc., which is the general partner of TPG Olympic GenPar,
L.P., which in turn is the general partner of Olympic Partners.
F3: Because of the Reporting Person's relationship to Partners VI and Olympic Partners, the Reporting Person may be deemed to
beneficially own such Shares directly owned by Partners VI and Olympic Partners to the extent of the greater of his
pecuniary interest in the profits or capital accounts of each of Partners VI and Olympic Partners. Pursuant to Rule
16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an
admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of
any Shares in excess of such amounts.
F4: Includes (i) 1,240,294 Shares directly held by the Reporting Person, (ii) 191,637 Shares held in escrow for the benefit of
Keystone Holdings Partners, L.P. ("KH Partners") of which the Reporting Person is a limited partner and has been granted
voting rights over such Shares, (iii) 45,714 Shares held in escrow for the benefit of KH Partners over which voting rights
have been granted to KH Group Management, Inc. ("KH Group"), a limited partner of KH Partners, of which the Reporting Person
is the president and sole shareholder, (iv) 450 Shares directly held by Bonderman Family, L.P. ("Family Partnership"), of
which the Reporting person is both a limited partner and the sole shareholder of an entity which in turn is the general
partner of Family Partnership and (v) 822,857 Shares directly held by Partners VI from prior to the conversion of Series T
Preferred Stock.
F5: Because of the Reporting Person's relationship to KH Partners and KH Group, the Reporting Person may be deemed to
beneficially own such Shares held in escrow for the benefit of KH Partners, over which voting rights have been distributed
to each of the Reporting Person and KH Group, to the extent of the greater of his direct or indirect pecuniary interest in
KH Group and the profits or capital accounts of KH Partners. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this
filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or
otherwise, the beneficial owner of any Shares in excess of such amounts.
F6: Because of the Reporting Person's relationship to Family Partnership, he may be deemed to beneficially own such Shares
directly owned by Family Partnership to the extent of the greater of his direct or indirect pecuniary interest in the
profits or capital accounts of Family Partnership. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall
not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the
beneficial owner of any Shares in excess of such amounts.
F7: After the conversion of Series T Preferred Stock reported herein, each of Partners VI and Olympic Partners directly holds
1,142,857 and 227,428,571 Shares, respectively.