Sec Form 13G Filing - Warburg Pincus Private Equity IX L.P. filing for XWELL Inc. (XWEL) - 2011-06-30

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
     
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
Vringo, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
92911N104
(CUSIP Number)
 
June 22, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
x
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
 
 
 
 


CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus Private Equity IX, L.P.
I.R.S. #20-2976029
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
PN
               
  *SEE INSTRUCTION BEFORE FILLING OUT!
 
 
- 2 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus IX, LLC
I.R.S. #20-2975945
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
OO
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 
 
- 3 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus & Co.
I.R.S. #13-6358475
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
PN
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 
 
- 4 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus LLC
I.R.S. #13-3536050
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
OO
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 
 
- 5 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Warburg Pincus Partners, LLC
I.R.S. #13-4069737
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
New York
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
OO
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 

- 6 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Charles R. Kaye
I.R.S. #
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
IN
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 

- 7 -
 
 
 
CUSIP No. 92911N104
13G
  
 
 
1
Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Joseph P. Landy
I.R.S. #
 
 
2
Check the Appropriate Box if a Member of a Group*
   
(a)
o
   
(b)
x
 
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5
Sole Voting Power
0
 
6
Shared Voting Power
0
 
7
Sole Dispositive Power
0
 
8
Shared Dispositive Power
0
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
 
 
11
Percent of Class Represented by Amount in Row 9
0.0%
 
 
12
Type of Reporting Person*
IN
               
 *SEE INSTRUCTION BEFORE FILLING OUT!
 

- 8 -
 
 
 
 


 
Item 1
 
(a):
Name of Issuer:
Vringo, Inc. (the “Company”)
 
(b):
Address of Issuer’s Principal Executive Offices:
18 East 16th Street, 7th Floor
New York, New York 10003
 
Item 2:
 
(a):
Name of Person Filing:
This Schedule 13G/A is being filed on behalf of (a) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”); (b) Warburg Pincus IX, LLC, a New York limited liability company (“WP IX LLC”), the general partner of WP IX; (c) Warburg Pincus Partners, LLC, a New York limited liability company (“WP Partners”), the sole member of WP IX LLC; (d) Warburg Pincus & Co., a New York general partnership (“WP”), the managing member of WP Partners; (e) Warburg Pincus LLC, a New York limited liability company (“WP LLC”) the manager of WP IX; and (f) Messrs. Charles R. Kaye and Joseph P. Landy, each a United States citizen and each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC, each of whom may be deemed to control WP IX, WP IX LLC, WP Partners, WP and WP LLC.  Mr. Kaye, Mr. Landy, WP IX, WP IX LLC, WP Partners, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Reporting Persons.”
 
(b):
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
 
(c):
Citizenship:
WP IX is a Delaware limited partnership; WP IX LLC is a New York limited liability company; WP Partners is a New York limited liability company; WP is a New York general partnership; and WP LLC is a New York limited liability company.  Mr. Kaye and Mr. Landy are both citizens of the United States.
 
(d):
Title of Class of Securities:
Common Stock, par value $0.01 per share (“Common Stock”)
 
(e):
CUSIP Number
92911N104
 
Item 3:
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
   
 
(a)
o
Broker or dealer registered under section 15 of the Act,
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act,
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act,
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940,
       
 
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
o
Employee Benefit Plan or endowment fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(g)
o
Parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
 
(h)
o
Savings association as defined in section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
o
Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940,
       
 
 
- 9 -
 
 
 
 
(j)
o
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
       
 
(k)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

Item 4:
Ownership:
   
 
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
 
 
Item 5:
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x
 
 
Item 6:
Ownership of More than Five Percent on Behalf of Another Person:
   
 
N/A
 
 
Item 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   
 
N/A
 
 
Item 8:
Identification and Classification of Members of the Group:
   
 
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G/A jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached to the Schedule 13G previously filed with the United States Securities and Exchange Commission by the Warburg Pincus Reporting Persons with respect to Vringo, Inc. on June 29, 2010.
   
 
Item 9:
Notice of Dissolution of Group:
   
 
N/A
   
   
Item 10:
Certification
   
 
N/A
 


- 10 - 
 
 
 
 

 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: June 30, 2011
  
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
 
       
By:
Warburg Pincus IX, LLC,
         
its General Partner
           
       
By:
Warburg Pincus Partners, LLC,
         
its Sole Member
           
       
By:
Warburg Pincus & Co.,
         
its Managing Member
           
           
   
By:
  /s/ Scott A. Arenare 
     
Name: Scott A. Arenare
     
Title: Partner
           
Dated: June 30, 2011
  
WARBURG PINCUS IX, LLC
 
       
By:
Warburg Pincus Partners, LLC,
         
its Sole Member
           
       
By:
Warburg Pincus & Co.,
         
its Managing Member
           
   
By:
  /s/ Scott A. Arenare 
     
Name: Scott A. Arenare
     
Title: Partner
           
Dated: June 30, 2011
  
WARBURG PINCUS PARTNERS, LLC
 
       
By:
Warburg Pincus & Co.,
         
its Managing Member
           
   
By:
  /s/ Scott A. Arenare 
     
Name: Scott A. Arenare
     
Title: Partner
       
Dated: June 30, 2011
  
WARBURG PINCUS & CO.
       
       
   
By:
  /s/ Scott A. Arenare 
     
Name: Scott A. Arenare
     
Title: Partner
 

- 11 - 
 
 
 
 

 
Dated: June 30, 2011
  
WARBURG PINCUS LLC
           
           
   
By:
  /s/ Scott A. Arenare 
     
Name: Scott A. Arenare
     
Title: Managing Director
           
Dated: June 30, 2011
    CHARLES R. KAYE 
     
     
     /s/ Scott A. Arenare 
   
Charles R. Kaye
   
By:
Scott A. Arenare
     
as Attorney-in-Fact*
           
Dated: June 30, 2011
    JOSEPH P. LANDY 
     
     
     /s/ Scott A. Arenare 
   
Joseph P. Landy
   
By:
 Scott A. Arenare
     
as Attorney-in-Fact**
 
___________________________
*
The Power of Attorney given by Mr. Kaye was previously filed with the United States Securities and Exchange Commission (“SEC”) on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
 
**
The   Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 
- 12 -