1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock and Membership Units
(1)
|
Â
(2)(3)
|
Â
(2)(3)
|
Shares of Class A Common Stock, par value $.0001 per share
|
12,615,230
|
$
(2)
(3)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Class B common stock ("Class B Common Stock"), par value $0.0001 per share, of Edgen Group Inc. ("Edgen") and membership units ("Membership Units") of EDG Holdco LLC ("EDG"). |
(2) |
Pursuant to an Exchange Agreement (the "Exchange Agreement") by and among Edgen Murray II L.P. ("EM II LP"), Edgen and EDG, EM II LP has the right to exchange (the "Exchange Rights") from time to time Membership Units and shares of Class B Common Stock for shares of Edgen's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on the basis of one Membership Unit and one share of Class B Common Stock collectively for one share of Class A Common Stock (subject to customary conversion rate adjustments for splits, stock dividends and reclassifications) or, at Edgen's election, cash. EM II LP is party to a Lock-Up Agreement (the "Lock-Up Agreement") with Jefferies & Company, Inc., Morgan Stanley & Co. LLC, and Citigroup Global Markets Inc (collectively, the "Underwriters"). |
(3) |
(continued from Footnote 2) Pursuant to the Exchange Agreement, the Exchange Rights are not exercisable until the earlier of (i) October 29, 2012 or (ii) the date on which the Underwriters agree to waive the Lock-Up Agreement. |