Statement of Changes in Beneficial Ownership (4)
02 2월 2013 - 6:32AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
YOUNG INNOVATIONS HOLDINGS LLC
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2. Issuer Name
and
Ticker or Trading Symbol
YOUNG INNOVATIONS INC
[
YDNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
111 SOUTH WACKER DRIVE, SUITE 3350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2013
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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1/31/2013
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P
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7913989
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A
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$39.50
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0
(1)
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D
(2)
(3)
(4)
(5)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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(
1)
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All of the Issuer's outstanding stock was canceled in a merger of the Issuer into a wholly owned subsidiary of Young Innovations Holdings LLC ("Parent") on January 31, 2013.
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(
2)
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This Form 4 is being filed by (i) Parent, (ii) Linden Capital Partners II LP ("Fund II"), in its capacity as manager and sole member of Parent, (iii) Linden Manager II LP ("Manager II"), in its capacity as general partner of Fund II, (iv) Linden Capital II LLC ("Capital II"), in its capacity as general partner of Manager II, and (v) Anthony B. Davis ("Davis"), Eric C. Larson ("Larson") and Brian C. Miller ("Miller"), in their respective capacities as managing partners of Capital II.
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(
3)
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Each of Parent, Fund II, Manager II, Capital II, Davis, Larson and Miller may be referred to individually as "Reporting Person" and collectively as "Reporting Persons."
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(
4)
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Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
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(
5)
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As a result of their direct or indirect relationship to Parent, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons have no pecuniary interest in such shares and expressly disclaim beneficial ownership of such shares.
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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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YOUNG INNOVATIONS HOLDINGS LLC
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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LINDEN CAPITAL PARTNERS II LP
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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LINDEN MANAGER II LP
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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LINDEN CAPITAL II LLC
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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DAVIS ANTHONY B.
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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LARSON ERIC C.
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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MILLER BRIAN C.
111 SOUTH WACKER DRIVE
SUITE 3350
CHICAGO, IL 60606
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X
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Signatures
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/s/ Young Innovations Holdings LLC, by Anthony B. Davis, President
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Linden Capital Partners II LP, by Linden Manager II LP, its General Partner, by Linden Capital II LLC, its General Partner, by Anthony B. Davis, Managing Partner
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Linden Manager II LP, by Linden Capital II LLC, its General Partner, by Anthony B. Davis, Managing Partner
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Linden Capital II LLC, by Anthony B. Davis, Managing Partner
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Anthony B. Davis
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Eric C. Larson
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2/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Brian C. Miller
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2/1/2013
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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 4(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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