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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Associates II, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| SILVER LAKE PARTNERS II L P C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| Silver Lake Technology Investors II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | |||
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C. (7) | 01/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C. (7) | 01/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Partners II, L.P. (7) | 01/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Technology Investors II, L.P. (7) | 01/07/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Effective January 5, 2016, Sovereign Co-Invest, LLC ("Sovereign Co-Invest") distributed all of its shares of common stock ("Common Stock") of Sabre Corporation (the "Issuer") pro rata to its members pursuant to the terms of its limited liability company operating agreement. The Reporting Persons (as defined below) have not had and do not have a pecuniary interest in the shares previously held by Sovereign Co-Invest. |
| (2) | Silver Lake Group, L.L.C. ("SLG") is the managing member of Silver Lake Technology Associates II, L.L.C. ("Associates II"), which is the general partner of (a) Silver Lake Partners II, L.P. ("Partners II"), which directly holds 30,884,858 shares of Common Stock, and (b) Silver Lake Technology Investors II, L.P. ("Investors II"), which directly holds 126,203 shares of Common Stock. |
| (3) | As the sole general partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. |
| (4) | Partners II is a member of Sovereign Manager Co-Invest, LLC, which is the managing member of Sovereign Co-Invest II, LLC ("Sovereign Co-Invest II"), which directly holds 7,984,086 shares of Common Stock. Sovereign Manager Co-Invest, LLC is managed by a management committee consisting of two managers, one of which is designated by Partners II. Because of the relationship among them, each of Partners II, Associates II and SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Sovereign Co-Invest II. |
| (5) | Each of SLG, Associates II, Partners II and Investors II (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
| (6) | 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. | |