| FORM 4 | 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REDDY ICE HOLDINGS INC [ FRZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
01/01/2009 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.01 per share | 01/01/2009 | J ( 18 ) | 45,468 | D | ( 18 ) | 397,616 | D ( 1 ) ( 2 ) ( 3 ) ( 19 ) | |||
| Common Stock, par value $0.01 per share | 01/01/2009 | J ( 18 ) | 32,948 | D | ( 18 ) | 397,401 | D ( 1 ) ( 2 ) ( 4 ) ( 19 ) | |||
| Common Stock, par value $0.01 per share | 31,600 | D ( 1 ) ( 2 ) ( 5 ) ( 19 ) | ||||||||
| Common Stock, par value $0.01 per share | 25,422 | D ( 1 ) ( 2 ) ( 6 ) ( 19 ) | ||||||||
| Common Stock, par value $0.01 per share | 12,791 | D ( 1 ) ( 2 ) ( 7 ) ( 19 ) | ||||||||
| Common Stock, par value $0.01 per share | 01/01/2009 | J ( 18 ) | 33,993 | D | ( 18 ) | 327,795 | D ( 1 ) ( 2 ) ( 8 ) ( 19 ) | |||
| Common Stock, par value $0.01 per share | 39,969 | D ( 1 ) ( 2 ) ( 9 ) ( 19 ) | ||||||||
| Common Stock, par value $0.01 per share | 882,156 | I | See Footnotes ( 1 ) ( 2 ) ( 10 ) ( 11 ) ( 19 ) | |||||||
| Common Stock, par value $0.01 per share | 1,232,594 | I | See Footnotes ( 1 ) ( 2 ) ( 12 ) ( 19 ) | |||||||
| Common Stock, par value $0.01 per share | 2,114,750 | I | See Footnotes ( 1 ) ( 2 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) ( 19 ) | |||||||
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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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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The entities and individuals identified in the footnotes of this Form 4 and certain affiliated trusts and individuals that are filing a Form 3 on the same date as the filing of this Form 4 with respect to the securities described in this Form 4 (the "Farallon Trusts Form 3") may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group. |
| 2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing two additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Form 4s. |
| 3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). |
| 4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). |
| 5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). |
| 6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). |
| 7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). |
| 8. The amount of securities in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II" and, together with FCP, FCIP, FCIP II, FCIP III and Tinicum, the "Farallon Funds"). |
| 9. The amount of securities in this row is owned directly by Noonday Capital Partners, L.L.C. ("NCP" and, together with the Farallon Funds, the "Funds"). |
| 10. Farallon Capital Management, L.L.C. ("FCMLLC") manages certain discretionary accounts (the "Managed Accounts"), two of which have a parent-wholly owned subsidiary relationship (the "Parent Managed Account" and the "Subsidiary Managed Account," respectively). The amount of securities shown in this row is owned directly by the Managed Accounts. As of January 1, 2009, a portion of the securities previously reported as being owned directly by the Parent Managed Account was transferred to the Subsidiary Managed Account for no consideration. |
| 11. FCMLLC, as the registered investment adviser to the Managed Accounts, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Accounts. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. |
| 12. The amount of securities shown in this row is owned directly by the Funds. As the general partner of the Farallon Funds and the managing member of NCP, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Funds. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Farallon Funds and except to the extent of its pecuniary interest in NCP, if any. |
| 13. The amount of securities shown in this row is owned directly by either the Funds or the Managed Accounts. Each of Noonday G.P. (U.S.), L.L.C. ("NGPUS") and Noonday Asset Management, L.P. ("NAMLP"), as a sub-investment adviser to the Funds and the Managed Accounts, may be deemed to be a beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be a beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. |
| 14. Each of David I. Cohen ("Cohen"), Andrew J. M. Spokes ("Spokes") and Saurabh K. Mittal ("Mittal", and together with Cohen and Spokes, the "Noonday Managing Members"), as a managing member of both NGPUS and NCLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds and the Managed Accounts. |
| 15. NGPUS, NAMLP and the Noonday Managing Members hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of their pecuniary interest, if any. NCLLC hereby disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing NCLLC's pro rata interest in, and interest in the profits of, NAMLP. |
| 16. The amount of securities shown in this row is owned directly by either the Funds or the Managed Accounts. Each of William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Andrew J. M. Spokes and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a Managing Member or a Senior Managing Member, with the power to exercise investment discretion, of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds as referenced in footnotes (3) through (9) of this Form 4 and by the Managed Accounts as referenced in footnote (10) of this Form 4. |
| 17. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of their pecuniary interest, if any. |
| 18. The reporting person transferred the securities to a trust for no consideration. |
| 19. For information regarding the total number of securities of the Issuer beneficially owned by certain affiliated trusts and individuals, see the Farallon Trusts Form 3. |
| /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of FPLLC and the reporting persons listed in footnotes (3) through (6). | 01/05/2009 | |
| /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Ashish H. Pant and Rajiv A. Patel. | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| . | 01/05/2009 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** 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 is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||