Form 4 Hicks, Muse, Tate & Furst Equity Fund Iii, L.p.

4 - Statement of changes in beneficial ownership of securities

Published: 2015-06-02 15:24:54
Submitted: 2015-06-02
Period Ending In: 2015-05-31
doc4.html FORM 4 SUBMISSION


>

SEC FORM 4

SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIASYSTEMS GROUP INC [ VIAS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 $0.01 per share 05/31/2015 U(1) 8,189,803 D (1) 0 I See Footnotes(2)(3)
Common Stock, par value $0.01 per share 05/31/2015 U(1) 222,120 D (1) 0 I See Footnotes(3)(4)
Common Stock, par value $0.01 per share 05/31/2015 U(1) 75,912 D (1) 0 I See Footnotes(3)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HICKS MUSE FUND III INC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HM3 COINVESTORS, L.P.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HM Fund IV Cayman, LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hicks, Muse, PG-IV (1999), C.V.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MUSE JOHN R

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rosen Andrew S.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, TTM Technologies, Inc. ("TTM") and Vector Acquisition Corp. in exchange for (a) $11.33 in cash without interest and (b) 0.706 shares of the common stock of TTM, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
2. Shares held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. As a result, each of HM3/GP Partners, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by Fund III. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
3. The committee that exercises voting and dispositive power over the shares currently consists of two members, John R. Muse and Andrew S. Rosen, each of whom may be deemed to share dispositive and/or voting power over the shares. Each of Messrs. Muse and Rosen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. Shares held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). GP Partners III is the sole general partner of HM3 Coinvestors. As a result, each of GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
5. Shares held of record by Hicks, Muse PG-IV (1999), C.V., a Netherlands limited partnership ("PG-IV"). HM Equity Fund IV/GP Partners (1999), C.V., a Netherlands limited partnership ("HM IV CV"), is the sole general partner of PG-IV. HM GP Partners IV Cayman, L.P., a Cayman Islands limited partnership ("Partners IV Cayman"), is the sole general partner of HM IV CV. HM Fund IV Cayman, LLC, a Cayman Islands limited liability company now called HM Legacy LLC ("HM Legacy"), is the sole general partner of Partners IV Cayman. As a result, each of HM IV CV, Partners IV Cayman and HM Legacy may be deemed to beneficially own all of the shares held of record by PG-IV. Each of HM IV CV, Partners IV Cayman and HM Legacy disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
Remarks:
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other reporting persons.
SEE ATTACHMENTS 06/02/2015
** 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.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-05-31
Not Subject To Section16:
1

Issuer

Issuer Cik
0001101169
Issuer Name
VIASYSTEMS GROUP INC
Issuer Trading Symbol
VIAS

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001023576
Rpt Owner Name
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001041913
Rpt Owner Name
HICKS MUSE FUND III INC

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001041910
Rpt Owner Name
HM3 COINVESTORS, L.P.

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001484510
Rpt Owner Name
HM Fund IV Cayman, LLC

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001484511
Rpt Owner Name
Hicks, Muse, PG-IV (1999), C.V.

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001061170
Rpt Owner Name
MUSE JOHN R

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Reporting Owner Id

Rpt Owner Cik
0001559307
Rpt Owner Name
Rosen Andrew S.

Reporting Owner Address

Rpt Owner Street1
2100 MCKINNEY AVENUE
Rpt Owner Street2
SUITE 1600
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75201

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
0
Is Other
1
Other Text
Former 10% Owner

Non Derivative Transaction

Security Title
Common Stock, par value $0.01 per share
Transaction Date
2015-05-31

Transaction Coding

Transaction Form Type
4
Transaction Code
U
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
8189803
@attributes Id
F1
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnotes

Footnote Id

@attributes Id
F2
@attributes Id
F3
Security Title
Common Stock, par value $0.01 per share
Transaction Date
2015-05-31

Transaction Coding

Transaction Form Type
4
Transaction Code
U
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
222120
@attributes Id
F1
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnotes

Footnote Id

@attributes Id
F3
@attributes Id
F4
Security Title
Common Stock, par value $0.01 per share
Transaction Date
2015-05-31

Transaction Coding

Transaction Form Type
4
Transaction Code
U
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
75912
@attributes Id
F1
Transaction Acquired Disposed Code
D
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnotes

Footnote Id

@attributes Id
F3
@attributes Id
F5

Footnote

0
Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, TTM Technologies, Inc. ("TTM") and Vector Acquisition Corp. in exchange for (a) $11.33 in cash without interest and (b) 0.706 shares of the common stock of TTM, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
1
Shares held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. As a result, each of HM3/GP Partners, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by Fund III. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
2
The committee that exercises voting and dispositive power over the shares currently consists of two members, John R. Muse and Andrew S. Rosen, each of whom may be deemed to share dispositive and/or voting power over the shares. Each of Messrs. Muse and Rosen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3
Shares held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). GP Partners III is the sole general partner of HM3 Coinvestors. As a result, each of GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
4
Shares held of record by Hicks, Muse PG-IV (1999), C.V., a Netherlands limited partnership ("PG-IV"). HM Equity Fund IV/GP Partners (1999), C.V., a Netherlands limited partnership ("HM IV CV"), is the sole general partner of PG-IV. HM GP Partners IV Cayman, L.P., a Cayman Islands limited partnership ("Partners IV Cayman"), is the sole general partner of HM IV CV. HM Fund IV Cayman, LLC, a Cayman Islands limited liability company now called HM Legacy LLC ("HM Legacy"), is the sole general partner of Partners IV Cayman. As a result, each of HM IV CV, Partners IV Cayman and HM Legacy may be deemed to beneficially own all of the shares held of record by PG-IV. Each of HM IV CV, Partners IV Cayman and HM Legacy disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein.
Remarks:
The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other reporting persons.

Owner Signature

Signature Name
SEE ATTACHMENTS
Signature Date
2015-06-02
attachment1.htm EX-99.1 DOCUMENT


> ENT> EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT
Signature of Reporting Person

HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

By:     HM3/GP Partners, L.P., its general partner

By:     Hicks, Muse GP Partners III, L.P., its general partner

By:     Hicks Muse Fund III Incorporated, its general partner


By:     /s/ David W. Knickel
        -----------------------------------------
        David W. Knickel
        Vice President and Chief Financial Officer
attachment2.htm EX-99.2 DOCUMENT


> ENT> EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT
Joint Filer Information

Name of Joint Filer:               Hicks Muse Fund III Incorporated

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:                         HICKS MUSE FUND III INCORPORATED

                                   By: /s/ David W. Knickel
                                       -----------------------------------------
                                       David W. Knickel
                                       Vice President and Chief Financial
                                       Officer


Name of Joint Filer:               HM3 Coinvestors, L.P.

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:                         HM3 COINVESTORS, L.P.

                                   By: Hicks, Muse GP Partners III, L.P., its
                                       general partner

                                   By: Hicks Muse Fund III Incorporated, its
                                       general partner


                                   By: /s/ David W. Knickel
                                       -----------------------------------------
                                       David W. Knickel
                                       Vice President and Chief Financial
                                       Officer


Name of Joint Filer:               HM Fund IV Cayman, LLC (now HM Legacy LLC)

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:                         HM LEGACY LLC (formerly HM Fund IV Cayman,
                                   LLC)

                                   By: /s/ David W. Knickel
                                       -----------------------------------------
                                       David W. Knickel
                                       Executive Vice President and Chief
                                       Financial Officer


Name of Joint Filer:               Hicks, Muse PG-IV (1999), C.V.

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:                         HICKS, MUSE PG-IV (1999), C.V.

                                   By: HM Equity IV/GP Partners (1999), C.V.,
                                       its general partner

                                   By: HM GP Partners IV Cayman, L.P., its
                                       general partner

                                   By: HM Legacy LLC (formerly HM Fund IV
                                   Cayman, LLC), its general partner

                                   By: /s/ David W. Knickel
                                       -----------------------------------------
                                       David W. Knickel
                                       Executive Vice President and Chief
                                       Financial Officer


Name of Joint Filer:               John R. Muse

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:

                                   /s/ David W. Knickel
                                   ---------------------------------------------
                                   John R. Muse (By David W. Knickel,
                                   Attorney-in-Fact, pursuant to the
                                       Power of Attorney, dated
                                       December 23, 2014, filed with
                                       the Securities and Exchange
                                       Commission as Exhibit 24 to
                                       Form 3 filed by Mr. Muse on
                                       December 29, 2014)


Name of Joint Filer:               Andrew S. Rosen

Address of Joint Filer:            2100 McKinney Avenue, Suite 1600
                                   Dallas, Texas 75201

Designated Filer:                  Hicks, Muse, Tate & Furst Equity Fund III,
                                   L.P.

Date of Event Requiring Statement: May 31, 2015

Issuer Name and Ticker Symbol:     Viasystems Group, Inc. (NASDAQ: VIAS)

Signature:
                                   /s/ David W. Knickel
                                   ---------------------------------------------
                                   Andrew S. Rosen (By David W. Knickel,
                                   Attorney-in-Fact, pursuant to
                                       the Power of Attorney, dated
                                       December 22, 2014, filed with
                                       the Securities and Exchange
                                       Commission as Exhibit 2 to
                                       Schedule 13D filed by Hicks
                                       Muse Fund III Incorporated on
                                       December 29, 2014)
Additional Files
FileSequenceDescriptionTypeSize
0001209191-15-048838.txt   Complete submission text file   27689
$VIAS

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