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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Blumenthal, Randall A.
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(Last) (First) (Middle)
c/o Goldman, Sachs & Co.
85 Broad Street
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(Street)
New York, NY 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
June 29, 2000
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Issuer Name and Ticker or Trading Symbol
StorageNetworks, Inc.
(STOR)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ X ] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Year)
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7. Individual or Joint/Group Filing (Check applicable line)
[ X ] Form Filed by One Reporting Person
[ ] Form Filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Beneficially Owned |
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| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
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<S> <C> <C> <C>
| | | |
Common Stock | 1,303,292 | I | 01,02 |
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</TABLE>
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
5(b)(v).
FORM 3 (continued)
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
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<S> <C> <C> <C> <C> <C> <C> <C>
Series B Convertible | | | | | | | |
Preferred Stock | 03 | 03 | Common Stock | 10,162,596 | 03 | I | 01,04 |
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Stock Option | | | | | | | |
(right to buy) | 05 | 01/27/10 | Common Stock | 25,000 | $8.00 | 05 | 01,05 |
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</TABLE>
Explanation of Responses:
01: The Reporting Person is a managing director of Goldman, Sachs & Co.
("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The
Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims
beneficial ownership of the securities reported herein except to the extent of
his pecuniary interest therein, if any.
02: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
1,303,292 shares of Common Stock through certain investment partnerships of
which affiliates of Goldman Sachs and GS Group are the general partner or
managing partner (the "Limited Partnerships"). Goldman Sachs is the investment
manager of certain of the Limited Partnerships.
03: Upon the consummation of a qualified initial public offering (as defined in
StorageNetworks, Inc's Charter) of StorageNetworks, Inc.'s Common Stock, each
share of Series B Convertible Preferred Stock ("Series B Stock") will be
automatically converted into two shares of Common Stock. The Series B Stock is
also convertible at the option of the holder at any time after the date of
issuance, without payment of additional consideration by the holder, into such
number of shares of Common Stock as determined in accordance with
StorageNetworks, Inc.'s Charter.
04: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
5,081,298 shares of Series B Stock through the Limited Partnerships. Goldman
Sachs is the investment manager of certain of the Limited Partnerships.
05: These options were granted pursuant to the Issuer's Amended and Restated
1998 Stock Incentive Plan to the Reporting Person. The option is immediately
exercisable in full, subject to the Issuer's right to repurchase a percentage of
any shares of Common Stock issued upon exercise of the option ("Shares"), as
follows: If the Reporting Person ceases to be either an employee, officer or
director of the Issuer prior to 01/26/01, the Issuer has the right to repurchase
100% of the Shares. If the Reporting Person ceases to be either an employee,
officer or director of the Issuer at any time during the 12 month period between
01/26/01 and 01/26/02, the Issuer has the right to repurchase 50% of the Shares.
These repurchase rights of the Issuer terminate in any event upon certain
acquisition events of the Issuer or upon the death or disability of the
Reporting Person. The Reporting Person has an understanding with GS Group
pursuant to which he holds such options for the benefit of GS Group.
By: s/ Roger S. Begelman June 29, 2000
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**Signature of Reporting Person Date
Attorney-in-fact
** 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 provided is insufficient, See Instruction 6 for procedure.
Alternatively, this form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
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POWER OF ATTORNEY
The undersigned does hereby appoint Hans L. Reich and Roger S. Begelman his true
and lawful attorneys, and each of them his true and lawful attorney, with power
to act without the other, and with full power of substitution and
resubstitution, to execute for his and in his name any Initial Statement of
Beneficial Ownership of Securities on Form 3, any Statement of Changes in
Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial
Ownership on Form 5, or any similar or successor form, which may be required to
be filed by him with the Securities and Exchange Commission and any and all
instruments necessary or incidental therewith, hereby granting unto said
attorneys and each of them full power and authority to do and perform in the
name and on behalf of the undersigned, and in any and all capacities, every act
and thing whatsoever required or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and each of
them.
This power of attorney shall not be affected by the subsequent disability or
incompetence of the principal. This power of attorney shall remain in full force
and effect until either revoked in writing by the undersigned or until such time
as the person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
In witness thereof the undersigned hereunto signed his name this 3rd day of May,
2000.
s/ Randall A. Blumenthal
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Randall A. Blumenthal
