Sec Form 4 Filing - Warburg Pincus Private Equity X, L.P. @ MBIA INC - 2015-08-13

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Warburg Pincus Private Equity X, L.P.
2. Issuer Name and Ticker or Trading Symbol
MBIA INC [ MBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC,, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2015
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/13/2015 S 18,372,877 ( 3 ) D $ 6.39 1,910,417 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus X GP L.P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WPP GP LLC
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus Partners, L.P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus Partners GP LLC
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WARBURG PINCUS & CO.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
KAYE CHARLES R
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Landy Joseph P.
C/O WARBURG PINCUS LLC,
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Robert B. Knauss 08/14/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and its affiliated limited partnership ("WP X"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP") and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP") and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners") and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP GP LLC,
( 2 )(continued from Footnote 1) Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons"). Messrs. Kaye and Landy may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC.
( 3 )Comprised solely of 1,910,417 shares of Common Stock underlying warrants exercisable for Common Stock.
( 4 )Prior to the transaction reported herein, WP X was the holder of (a) 18,372,877shares of common stock, $1.00 par value (the "Common Stock") of MBIA Inc. (the "Issuer") and (b) warrants exercisable for 1,910,417 shares of Common Stock. On August 13, 2015 WP X sold 18,372,877 shares of Common Stock in an arms-length transaction pursuant to Rule 144 under the Securities Act of 1933.
( 5 )Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than WP X, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), that may be deemed to be beneficially owned by WP X. Each Warburg Pincus Reporting Person, other than WP X, disclaims beneficial ownership of all of the Common Stock of the Issuer and the warrants exercisable for Common Stock that may be deemed to be beneficially owned by WP X, except to the extent of any indirect pecuniary interest therein.
( 6 )Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

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