CUSIP No. 08774B102
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Page 2 of 11 Pages
|
1.
|
Names of Reporting Persons.
Pine Brook Capital Partners II, L.P.
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|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|||
3.
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SEC Use Only
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|||
4.
|
Source of Funds (See Instructions)
OO
|
|||
5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
|||
6.
|
Citizenship or Place of Organization
Delaware
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|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
49,783,028
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
49,783,028
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,783,028
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
35.3%
|
|||
14.
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Type of Reporting Person:
PN
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CUSIP No. 08774B102
|
Page 3 of 11 Pages
|
1.
|
Names of Reporting Persons.
Pine Brook Road Associates II, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
OO
|
|||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
|||
6.
|
Citizenship or Place of Organization
Delaware
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
49,783,028
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
49,783,028
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,783,028
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
35.3%
|
|||
14.
|
Type of Reporting Person:
PN
|
CUSIP No. 08774B102
|
Page 4 of 11 Pages
|
1.
|
Names of Reporting Persons.
Pine Brook Road Advisors, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
OO
|
|||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
|||
6.
|
Citizenship or Place of Organization
Delaware
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
49,783,028
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
49,783,028
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,783,028
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
35.3%
|
|||
14.
|
Type of Reporting Person:
PN
|
CUSIP No. 08774B102
|
Page 5 of 11 Pages
|
1.
|
Names of Reporting Persons.
PBRA, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
OO
|
|||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
|||
6.
|
Citizenship or Place of Organization
Delaware
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
49,783,028
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
49,783,028
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,783,028
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
35.3%
|
|||
14.
|
Type of Reporting Person:
OO
|
CUSIP No. 08774B102
|
Page 6 of 11 Pages
|
1.
|
Names of Reporting Persons.
Howard H. Newman
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
OO
|
|||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
|
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
|
8.
|
Shared Voting Power
|
49,783,028
|
||
9.
|
Sole Dispositive Power
|
0
|
||
10.
|
Shared Dispositive Power
|
49,783,028
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
49,783,028
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
35.3%
|
|||
14.
|
Type of Reporting Person:
IN
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
|
i.
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Pine Brook Capital Partners II, L.P., a Delaware limited partnership (“PBCP II”);
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ii.
|
Pine Brook Road Associates II, L.P., a Delaware limited partnership and the general partner of PBCP II (“PBRA II”);
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iii.
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Pine Brook Road Advisors, L.P., a Delaware limited partnership, an exempt reporting adviser with the U.S. Securities and Exchange Commission, and the indirect investment manager of PBCP II (“Advisors”);
|
iv.
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PBRA, LLC, a Delaware limited liability company and the general partner of each of PBRA II and Advisors; and
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v.
|
Howard H. Newman, a U.S. citizen and the managing member of PBRA, LLC (“Mr. Newman”).
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits.
|
PBRA, LLC
|
|||
By:
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/s/ Howard Newman
|
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Name: Howard Newman
|
|||
Title: Chairman, Chief Executive Officer
|
|||
PINE BROOK ROAD ASSOCIATES II, L.P.
|
|||
By: PBRA, LLC, its General Partner
|
|||
By:
|
/s/ Howard Newman
|
||
Name: Howard Newman
|
|||
Title: Chairman, Chief Executive Officer
|
|||
PINE BROOK CAPITAL PARTNERS II, L.P.
|
|||
By: Pine Brook Road Associates II, L.P., its General Partner
|
|||
By: PBRA, LLC, its General Partner
|
|||
By:
|
/s/ Howard Newman
|
||
Name: Howard Newman
|
|||
Title: Chairman, Chief Executive Officer
|
|||
PINE BROOK ROAD ADVISORS, L.P.
|
|||
By: PBRA, LLC, its General Partner
|
|||
By:
|
/s/ Howard Newman
|
||
Name: Howard Newman
|
|||
Title: Chairman, Chief Executive Officer
|
|||
HOWARD NEWMAN
|
|||
By:
|
/s/ Howard Newman
|
||
Name: Howard Newman
|