SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
(Name of Issuer)
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Common Stock
Par value $0.01 per share
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(Title of Class of
Securities)
(CUSIP
Number)
Falck Danmark A/S
Polititorvet, DK-1780 Copenhagen V
Denmark
Attn: Thomas Hinrichsen
Tel.: +45 3345 6313
with
copies to:
Freshfields Bruckhaus Deringer US LLP
520 Madison Avenue
34
th
Floor
New York, NY 10022
Attn: Matthew L. Jacobson, Esq.
Tel: 212-284-4919
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
(Continued on the following
pages)
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CUSIP No. G02995101
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Falck Danmark A/S
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,306,526 (See Item 5)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,306,526 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,526 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.03% (See Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G02995101
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Falck A/S
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,306,526 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,306,526 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,526 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.03% (See Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G02995101
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nordic Capital V Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,306,526 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,306,526 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,526 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.03% (See Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G02995101
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1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nordic Capital V Alpha Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,306,526 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,306,526 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,306,526 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.03% (See Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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Introductory Note.
The following constitutes Amendment No. 4 to the Schedule 13D dated May 4, 2009 filed by the undersigned. This Amendment No. 4 amends and restates the Schedule 13D in its entirety as set
forth herein.
Item 1
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Security and Issuer
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The
class of equity securities to which this Schedule 13D relates is shares of the common stock, par value $0.01 per share (
Common Stock
), of Rural/Metro Corporation (the
Issuer
). The Issuer has its principal offices at 9221
East Via de Ventura, Scottsdale, Arizona 85258.
Item 2
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Identity and Background
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(a) - (c) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the
Commission
) pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the
Exchange Act
) by (i) Falck Danmark A/S, a limited liability company organized under the laws of Denmark (
Falck Danmark
); (ii) Falck A/S,
1
a limited liability company organized under the laws of Denmark
(
Falck
, and together with Falck Danmark, the
Falck Reporting Persons
); (iii) Nordic Capital V Limited, a company registered in Jersey, Channel Islands (
Nordic Capital V
); and (iv) Nordic Capital V
Alpha Limited, a company registered in Jersey, Channel Islands (
Nordic Capital V Alpha
, and together with Nordic Capital V, the
Nordic Capital Reporting Persons
). Each of the foregoing is referred to herein as a
Reporting Person
, and collectively as the
Reporting Persons
.
The address of the principal
business office of each of the Falck Reporting Persons is Polititorvet, DK-1780 Copenhagen V. The Falck Reporting Persons are principally engaged within the following four business areas: (i) Assistance, primarily being roadside assistance,
home assistance, first aid courses, medical and travel assistance; (ii) Emergency, primarily being ambulance services, pre-hospital treatment, transportation of patients, fire fighting and other safety and rescue-related services;
(iii) Healthcare, primarily being cross-disciplinary physical treatment, psychological crisis therapy, rehabilitation, absence management and temp staff services; and (iv) Training, primarily being rescue and safety training and
consultancy, contingency planning and crisis management.
Nordic Capital V is principally engaged in the business of
investment in securities. The principal address of Nordic Capital V is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands. The present occupations of each director of Nordic Capital V is a company director of various companies, including
Nordic Capital V, and each such directors principal business address is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands.
1
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Effective February 19, 2010, Falck Holding A/S and Falck A/S merged with Falck Holding A/S as the surviving entity. Effective April 29, 2010
Falck Holding A/S changed its name to Falck A/S.
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Nordic Capital V Alpha is principally engaged in the business of investment in securities.
The principal address of Nordic Capital V Alpha is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands. The present principal occupations of each director of Nordic Capital V Alpha is a director of various companies, including Nordic Capital V
Alpha, and each such directors principal business address is 26 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands.
Certain information required by this Item 2(a) - (c) concerning the directors and executive officers of the Reporting Persons is set
forth in Schedule 1 annexed hereto, which is incorporated herein by reference.
(d) - (e) Within the past five years, none of
the Reporting Persons and, to the knowledge of each Reporting Person, none of the persons set forth in Schedule 1, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to
such laws.
(f) Each of the Falck Reporting Persons is organized under the laws of Denmark. Each of the Nordic Capital
Reporting Persons is organized under the laws of Jersey, Channel Islands. Certain information required by this Item 2(f) concerning the directors and executive officers of each of the Reporting Persons is set forth in Schedule 1 annexed hereto,
which is incorporated herein by reference.
Item 3
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Source and Amount of Funds or Other Consideration
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As of May 18, 2011, Falck Danmark had invested approximately $16,080,000 to purchase 3,725,024 shares of Common Stock of the Issuer. Falck Danmark used cash on hand / working capital to fund such
purchase. As set forth more fully in Item 5 of this Schedule 13D, Falck Danmark sold 269,500 and 148,998 shares of Common Stock of the Issuer on May 19, 2011 and May 20, 2011, respectively.
Item 4
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Purpose of the Transaction
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Falck Danmark acquired the shares of Common Stock for investment purposes, and the additional Reporting Persons directly or indirectly own controlling shares of Falck Danmark as described in Item 5
below. The Reporting Persons expect to continuously review investments in the Issuer and, depending on various factors, including but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing
market conditions and such other considerations as the Reporting Persons deem relevant, any or all of them may at any time or from time to time, and subject to any required regulatory approvals, acquire additional shares of Common Stock, preferred
stock or other securities convertible into or exercisable or exchangeable for Common Stock from time to time on the open market, in privately-negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities
convertible into or exercisable or exchangeable for Common Stock.
Any Reporting Person also may, at any time, subject to compliance with applicable securities
laws and regulatory requirements, dispose of or distribute some or all of its Common Stock or such other securities it owns or may subsequently acquire Common Stock or such other securities depending on various factors, including but not limited to,
the price of Common Stock, the terms and conditions of the transaction and prevailing market conditions, as well as liquidity and diversification objectives. Each Reporting Person may make gifts of shares to charities or others from time to time. In
addition, each Reporting Person may, from time to time, enter into stock trading plans intended to satisfy the requirements of Rule 10b5-1 of the Exchange Act.
Consistent with its investment intent, any Reporting Person may from time to time discuss with the Issuers management, directors and other shareholders the Issuers performance, business,
strategic direction, prospects and management, as well as various ways of maximizing stockholder value. Each Reporting Person intends to participate in and influence the affairs of the Issuer through the exercise of its voting rights with respect to
its shares of the Issuers Common Stock.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above and, depending on the various factors described
herein, may change its intentions with respect to any and all matters referred to in Item 4.
Item 5
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Interest in Securities of the Issuer.
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(a) The aggregate number and percentage of Common Stock of the Issuer deemed to be beneficially owned by the Reporting Persons is 3,306,526 shares, held directly by Falck Danmark, which represents
approximately 13.03% of the issued and outstanding Common Stock of the Issuer. The calculation of this percentage is based on 25,380,542 shares of Common Stock outstanding, as reported in the Issuers Quarterly Report on Form 10-Q filed on
May 09, 2011. Due to their relationships with Falck Danmark or each other, each of the additional Falck Reporting Persons and the Nordic Capital Reporting Persons may be deemed to beneficially own the shares held by Falck Danmark. Nordic
Capital V and Nordic Capital V Alpha are managed by the directors listed on Schedule 1. Nordic Capital V owns all of the capital stock of Nordic Capital V Alpha.
To the knowledge of the Reporting Persons, none of the persons set forth in Schedule 1 has any interest in the Common Stock of the Issuer.
(b) Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons
are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owners of any securities. Falck and each of the Nordic Capital Reporting Persons may be deemed to share with Falck Danmark the power
to vote, dispose or direct the disposal of the shares held by Falck Danmark.
The directors of Nordic Capital V, Nordic Capital V Alpha and the Falck Reporting Persons disclaim
beneficial ownership of the shares of the Issuer held by Falck Danmark.
(c) The Reporting Persons effected the following
transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons during the last sixty days. Each of the following transactions was completed on the open market
unless otherwise noted:
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Name
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Purchase (P)
or Sale (S)
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Date
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Number of Shares
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Price Per
Share (US$)
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Falck Danmark
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S
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5/19/11
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269,500
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17.09
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Falck Danmark
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S
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5/20/11
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148,998
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17.09
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To the knowledge of
the Reporting Persons, none of the persons set forth in Schedule 1 has effected any transactions in the Common Stock of the Issuer during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
Item 6
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Pursuant to brokerage transactions, Falck Danmark sold a total of 418,498 shares of Common Stock of the Issuer at a price of $17.09 per
share on such dates and as set forth above in Item 5 of this Schedule 13D. There are no other contracts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Person and any person with respect to the securities
of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7
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Materials to be Filed as Exhibits.
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Number
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Exhibit
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99.1
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Joint Filing Agreement entered into by and among the Reporting Persons dated May 13, 2009
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SIGNATURE
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.
Date: May 25, 2010
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FALCK DANMARK A/S
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By:
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/s/ Thomas Hinrichsen
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Name:
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Thomas Hinrichsen
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Title:
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General Counsel, Vice President
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FALCK A/S
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By:
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/s/ Thomas Hinrichsen
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Name:
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Thomas Hinrichsen
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Title:
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General Counsel, Vice President
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NORDIC CAPITAL V LIMITED
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By:
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/s/ Jean Le Creurer
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Name:
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Jean Le Creurer
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Title:
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Director
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NORDIC CAPITAL V ALPHA LIMITED
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By:
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/s/ Jean Le Creurer
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Name:
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Jean Le Creurer
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Title:
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Director
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SCHEDULE 1
CERTAIN INFORMATION REGARDING THE PERSONS CONTROLLING THE
REPORTING
PERSONS
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FALCK DANMARK A/S
Directors (citizenship)
Lars Nørby
Johansen (Denmark)
Lars Terney (Denmark)
Johannes Due (Denmark)
Kim Gulstad (Denmark)
Mette Rosenfeldt (Denmark)
Vagn Flink
Møller Pedersen (Denmark)
Per Aastrup (Denmark)
Executive Officers
Allan Søgaard
Larsen (Denmark)
Morten R. Pedersen (Denmark)
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NORDIC CAPITAL V LIMITED
Directors (citizenship)
Andrew Bennett (United Kingdom)
Jean Le Creurer (Ireland)
Keith Mackenzie
(United Kingdom)
David Rigby (United Kingdom)
David Pirouet (United Kingdom)
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FALCK A/S
Directors (citizenship)
Lars Nørby
Johansen (Denmark)
Lars Terney (Denmark)
Johannes Due (Denmark)
Kim Gulstad (Denmark)
Mats Jansson (Sweden)
Thorhild Widvey
(Norway)
Vagn Flink Møller Pedersen (Denmark)
Per Aastrup (Denmark)
Jan Heine Lauvring (Denmark)
Thorleif Krarup (Denmark)
Steen Hemmingsen
(Denmark)
Executive Officers (citizenship)
Allan Søgaard Larsen (Denmark)
Morten R.
Pedersen (Denmark)
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NORDIC CAPITAL V ALPHA LIMITED
Directors (citizenship)
Andrew Bennett (United Kingdom)
Jean Le Creurer (Ireland)
Lynda Elliott (United
Kingdom)
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