SEC FORM 4 SEC Form 4
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
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*
FORD WILLIAM E

(Last) (First) (Middle)
GENERAL ATLANTIC SERVICE COMPANY, LLC
3 PICKWICK PLAZA

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NYMEX HOLDINGS INC [ NMX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/22/2008 D 5,730,239 D (5)(6) 0 I See footnote(1)
Common Stock 08/22/2008 D 93,886 D (5)(6) 0 I See footnote(2)
Common Stock 08/22/2008 D 336,551 D (5)(6) 0 I See footnote(3)
Common Stock 08/22/2008 D 82,275 D (5)(6) 0 I See footnote(4)
Common Stock 08/22/2008 M 1,262 A $0(7) 1,262 D
Common Stock 08/22/2008 D 1,262 D $0(10) 0 D
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 (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
Restricted Stock Units (7) 08/22/2008 M 1,262 (8) (8) Common Stock 1,262 (9) 0 D
Explanation of Responses:
1. By General Atlantic Partners 82, L.P. ("GAP 82"). See footnote 5 and footnote 6.
2. By GapStar, LLC ("GapStar"). See footnote 5 and footnote 6.
3. By GAP Coinvestments III, LLC ("GAPCO III"). See footnote 5 and footnote 6.
4. By GAP Coinvestments IV, LLC ("GAPCO IV"). See footnote 5 and footnote 6.
5. Disposed of pursuant to the merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. (the "Merger") for (A) (i) $36.00 plus (ii) the product of (a) 0.1323 and (b) the average closing sale price, rounded to four decimal places, of Class A common stock, par value $0.01 per share, of CME Group Inc. ("CME Group Common Stock") on the Nasdaq Global Select Market (as reported in the Wall Street Journal, New York City edition) for the period of ten consecutive trading days ending on the second full trading day prior to the Effective Time (as such term is defined in the Merger Agreement) (the "Average CME Group Share Price") in cash (the "Per Share Cash Consideration") or (B) a number of shares of CME Group Common Stock equal to the Per Share Cash Consideration divided by the Average CME Group Share Price, for each share of NYMEX Holdings, Inc. common stock. See footnote 6.
6. General Atlantic LLC ("GA LLC") is the general partner of GAP 82 and the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are Managing Directors of GA LLC. Mr. Ford is Chief Executive Officer and a Managing Director of GA LLC, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Ford has no pecuniary interest in the shares of the issuer owned by GAPCO GmbH & Co. KG and GAP Coinvestments CDA, L.P.
7. Each deferred stock unit represents a contingent right to receive one share of NYMEX Holdings, Inc. common stock.
8. The accelerated vesting of the deferred stock units is due to the consummation of the transaction between CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc.
9. Not applicable.
10. Disposed of pursuant to the merger agreement by and among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. at an exchange ratio of 0.2378 shares of CME Group Inc. Class A common stock for each share of NYMEX Holdings, Inc. common stock.
/s/ William E. Ford 08/25/2008
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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