Sec Form 13G Filing - THOMAS H. LEE ADVISORS LLC @ Party City Holdco Inc.

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.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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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. 3)*

PARTY CITY HOLDCO INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

702149105

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

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 in 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. 702149105

13G

PAGE 2 OF 34

1	NAME OF REPORTING PERSON
	THL Holdco, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			35,716,258(1)

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			35,716,258(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	35,716,258(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.13% (1)

12	TYPE OF REPORTING PERSON
	OO

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Oper ating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

CUSIP NO. 702149105

13G

PAGE 3 OF 34

1	NAME OF REPORTING PERSON
	Thomas H. Lee Advisors, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			35,716,258(1)

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			35,716,258(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	35,716,258(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.13% (1)

12	TYPE OF REPORTING PERSON
	OO

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

CUSIP NO. 702149105

13G

PAGE 4 OF 34

1	NAME OF REPORTING PERSON
	Thomas H. Lee Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			35,716,258(1)

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			35,716,258(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	35,716,258(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.13% (1)

12	TYPE OF REPORTING PERSON
	PN

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

CUSIP NO. 702149105

13G

PAGE 5 OF 34

1	NAME OF REPORTING PERSON
	THL Equity Advisors VI, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			35,716,258(1)

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			35,716,258(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	35,716,258(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.13% (1)

12	TYPE OF REPORTING PERSON
	OO

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI , L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

CUSIP NO. 702149105

13G

PAGE 6 OF 34

1	NAME OF REPORTING PERSON
	THL PC Topco, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			35,716,258(1)

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			35,716,258(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	35,716,258(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.13%

12	TYPE OF REPORTING PERSON
	PN

(1)

Includes all shares owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Coinvestment Partners, L.P., THL Operating Partners, L.P., THL PC Topco, L.P., THL Equity Fund VI Investors (PC), L.P., Great-West Investors, L.P. and Putnam Investments Employees’ Securities Company III LLC.

CUSIP NO. 702149105

13G

PAGE 7 OF 34

1	NAME OF REPORTING PERSON
	Thomas H. Lee Equity Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			15,248,277

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			15,248,277

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,248,277

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.28%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 8 OF 34

1	NAME OF REPORTING PERSON
	Thomas H. Lee Parallel Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			10,325,322

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			10,325,322

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,325,322

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.02%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 9 OF 34

1	NAME OF REPORTING PERSON
	Thomas H. Lee Parallel (DT) Fund VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			1,803,626

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			1,803,626

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,803,626

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.93%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 10 OF 34

1	NAME OF REPORTING PERSON
	THL Coinvestment Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			491,343

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			491,343

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	491,343

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.52%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 11 OF 34

1	NAME OF REPORTING PERSON
	THL Operating Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			39,757

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			39,757

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,757

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.04%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 12 OF 34

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (PC), L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			7,649,528

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			7,649,528

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,649,528

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.17%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 13 OF 34

1	NAME OF REPORTING PERSON
	Great-West Investors, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			79,341

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			79,341

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	79,341

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.08%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 702149105

13G

PAGE 14 OF 34

1	NAME OF REPORTING PERSON
	Putnam Investments Employees’ Securities Company III LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
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
			79,064

		7	SOLE DISPOSITIVE POWER
			-0-

		8	SHARED DISPOSITIVE POWER
			79,064

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	79,064

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.08%

12	TYPE OF REPORTING PERSON
	OO

CUSIP NO. 702149105

13G

Item 1 (a).

Name of Issuer:

Party City Holdco Inc. (“Issuer”)

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

80 Grasslands Road

Elmsford, NY 10523

Item 2 (a).

Name of Person Filing:

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) THL Holdco, LLC, a Delaware limited liability company (“THL Holdco”); (2) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“Advisors”); (3) Thomas H. Lee Partners, L.P., a Delaware limited partnership (“THL Partners”); (4) THL Equity Advisors VI, LLC, a Delaware limited liability company (“THL Equity Advisors VI”); (5) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (6) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (7) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (8) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (9) THL Operating Partners, L.P., a Delaware limited partnership (“THL Operating”); (10) THL PC Topco, L.P., a Delaware limited partnership (“THL Topco”); (11) THL Equity Fund VI Investors (PC), L.P., a Delaware limited partnership (“THL PC”); (12) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (13) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”). Entities (1) through (11) are referred to as the “THL Entities”.

THL Holdco is the managing member of Advisors, which is the general partner of THL Partners, which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI. THL Equity Advisors VI is the general partner of THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL Topco and THL PC. THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

Item 2 (b).

Address of Principal Business Office or, if none, Residence:

For the THL Entities:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

For Great West:

Great-West Investors, L.P.

8515 East Orchard Road, 3T2

Greenwood Village, CO 80111

Page 15 of 34

CUSIP NO. 702149105

13G

For Putnam III:

c/o Putnam Investments, LLC

100 Federal Street

Boston, MA 02110

Item 2 (c).

Citizenship:

THL Holdco, LLC – Delaware

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Partners, L.P. – Delaware

THL Equity Advisors VI, LLC – Delaware

Thomas H. Lee Equity Fund VI, L.P. – Delaware

Thomas H. Lee Parallel Fund VI, L.P. – Delaware

Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware

THL Coinvestment Partners, L.P. – Delaware

THL Operating Partners, L.P. – Delaware

THL PC Topco, L.P. – Delaware

THL Equity Fund VI Investors (PC), L.P. – Delaware

Great-West Investors, LP – Delaware

Putnam Investments Employees’ Securities Company III LLC – Delaware

Item 2 (d).

Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”)

Item 2 (e).

CUSIP Number:

702149105

Item 3.

Not Applicable

Item 4

Ownership

Item 4(a)

Amount Beneficially Owned

The Reporting Persons may be deemed to beneficially own in the aggregate 35,716,258 shares of Common Stock, representing, in the aggregate, 38.13% of the Common Stock outstanding. The percentage of Common Stock held by the Reporting Persons is based on 93,662,699 shares of Common Stock of the Issuer outstanding as of January 31, 2019 (the “Outstanding Shares”), as provided by the Issuer.

The following shares were owned by the Reporting Persons on December 31, 2018:

THL Holdco owned 35,716,258 shares of the Issuer, representing approximately 38.13% of the Outstanding Shares.

Advisors owned 35,716,258 shares of the Issuer, representing approximately 38.13% of the Outstanding Shares.

Page 16 of 34

CUSIP NO. 702149105

13G

THL Partners owned 35,716,258 shares of the Issuer, representing approximately 38.13% of the Outstanding Shares.

THL Equity Advisors VI owned 35,716,258 shares of the Issuer, representing approximately 38.13% of the Outstanding Shares.

THL Topco owned 35,716,258 shares of the Issuer, representing approximately 38.13% of the Outstanding Shares.

THL Equity VI owned 15,248,277 shares of the Issuer, representing approximately 16.28% of the Outstanding Shares.

Parallel Fund VI owned 10,325,322 shares of the Issuer, representing approximately 11.02% of the Outstanding Shares.

DT Fund VI owned 1,803,626 shares of the Issuer, representing approximately 1.93% of the Outstanding Shares.

THL Coinvestment owned 491,343 shares of the Issuer, representing approximately 0.52% of the Outstanding Shares.

THL Operating owned 39,757 shares of the Issuer, representing approx imately 0.04% of the Outstanding Shares.

THL PC owned 7,649,528 shares of the Issuer, representing approximately 8.17% of the Outstanding Shares.

Great West owned 79,341 shares of the Issuer, representing approximately 0.08% of the Outstanding Shares.

Putnam III owned 79,064 shares of the Issuer, representing approximately 0.08% of the Outstanding Shares.

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

Item 4(b)

Percent of Class

See Item 4(a) hereof

Item 4(c)

Number of Shares as to which Such Person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page

Page 17 of 34

CUSIP NO. 702149105

13G

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

See Item 4(a) above.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

Page 18 of 34

SIGNATURE