UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
[ ] 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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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
StorageNetworks, Inc.
(STOR)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
January/2001
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5. If Amendment, Date of Original (Month/Year)
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6. 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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7. 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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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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| | | | | | | | | |
Common Stock | 01/10/01 | P | | 500 | A | $19.75 | | | |
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| | | | | | | | | |
Common Stock | 01/10/01 | P | | 500 | A | $19.8125 | | | |
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| | | | | | | | | |
Common Stock | 01/10/01 | P | | 500 | A | $20.00 | | | |
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| | | | | | | | | |
Common Stock | 01/10/01 | S | | 1,500 | D | $19.75 | 01 | 01 | 01 |
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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).
FORM 4 (continued)
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |action| or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------| ------------ |Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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Stock Option | | | | | | | | | | | | | | |
(right to buy) | $8.00 | | | | | | 02 |01/27/10|Common Stock | 25,000 | | 25,000 | 02 | 02 |
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Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital
III"), GS Capital Partners III Offshore, L.P. ("GS Offshore"), GS Capital
Partners III Germany Civil Law Partnership ("GS Germany"), Stone Street Fund
1999, L.P. ("1999 Stone", and together with GS Capital III, GS Offshore, and GS
Germany, the "Limited Partnerships"), Stone Street 1999, L.L.C. ("Stone GP"), GS
Advisors III, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"),
Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS
Group" and, together with GS Capital III, GS Offshore, GS Germany, 1999 Stone,
Goldman Sachs, GS Advisors, GS oHG and Stone GP, the "Reporting Persons"). The
principal business address of each of GS Capital III, 1999 Stone, Stone GP, GS
Advisors, Goldman Sachs and GS Group is 85 Broad Street, New York, New York,
10004. The principal business address of GS Offshore is c/o Maples and Calder,
P.O. Box 309, Grand Cayman, Cayman Islands. The principal business address of
each of GS Germany and GS oHG is MesseTurm, 60308 Frankfurt am Main, Germany.
Explanation of Responses:
01: The securities reported herein as purchased and sold were purchased and sold
and were owned directly by Spear, Leeds & Kellogg, L.P. ("SLK") and may be
deemed to have been beneficially owned indirectly by GS Group. SLK is an
indirect wholly-owned subsidiary of GS Group. Without admitting any legal
obligation, Goldman Sachs or an affiliate will remit appropriate profits, if
any, to the Company. The Reporting Persons, other than Goldman Sachs and GS
Group, disclaim beneficial ownership of the securities owned directly by SLK.
Goldman Sachs and GS Group may be deemed to own beneficially and indirectly, in
aggregate, 11,087,447 shares of Common Stock through the Limited Partnerships of
which affiliates of Goldman Sachs and GS Group are the general partner or
managing partner. Pursuant to a Voting Trust Agreement, the Limited Partnerships
have placed the shares in a voting trust with United States Trust Company of New
York, as voting trustee (the "Voting Trustee"), pursuant to which the Voting
Trustee has been given the power to exercise the voting rights of such shares.
Goldman Sachs is the investment manager of GS Capital III, GS Offshore and GS
Germany. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group.
Goldman Sachs and GS Group each disclaim beneficial ownership of the shares of
Common Stock owned by the Limited Partnerships except to the extent of their
pecuniary interest therein.
GS Capital III and its general partner, GS Advisors, may be deemed to own
beneficially and indirectly 8,057,023 shares of Common Stock. GS Advisors
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
GS Offshore and its general partner, GS Advisors, may be deemed to own
beneficially and indirectly 2,214,972 shares of Common Stock. GS Advisors
disclaims beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
GS Germany and its managing partner, GS oHG, may be deemed to own beneficially
and indirectly 371,954 shares of Common Stock. GS oHG disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
1999 Stone and its general partner, Stone GP, may be deemed to own beneficially
and indirectly 443,498 shares of Common Stock. Stone GP disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
02: These options were granted pursuant to the Issuer's Amended and Restated
1998 Stock Incentive Plan to a director of the Issuer, who is a managing
director of Goldman Sachs (the "Director"). Goldman Sachs is an indirect
wholly-owned subsidiary of GS Group. These options are immediately exercisable
in full, subject to the Issuer's right to repurchase a percentage of any shares
of Common Stock issued upon exercise of these options ("Shares"), as follows: If
the Director ceases to be either an employee, officer or director of the Issuer
at any time during the 12 month period between 01/26/01 and 01/26/02, the Issuer
has the right to repurchase 50% of the Shares. These repurchase rights of the
Issuer terminate in any event upon certain acquisition events of the Issuer or
upon the death or disability of the Director. The Director has an understanding
with GS Group pursuant to which he holds such options for the benefit of GS
Group.
**Signatures:
GOLDMAN, SACHS & CO.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.L.C.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1999, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 1999, L.L.C.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Date: February 7, 2001
** 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 provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 8th, 2000.
GOLDMAN, SACHS & CO.
By: s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: Managing Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934 (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 8th, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: Executive Vice President and General Counsel