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Form 4 MBIA INC For: May 22 Filed by: Landy Joseph P.

May 22, 2015 4:47 PM EDT
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 *
Warburg Pincus Private Equity X, L.P.
(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MBIA INC [ MBI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/22/2015   S   27,250,000 (3) D $ 8.73 20,283,294 (1) (2) (3) (4) (5) (6) D (1) (2) (3) (4) (5) (6)  
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
Explanation of Responses:
1. This Form 4 is filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership and its affiliated limited partnership ("WP X"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X, Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP") and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company ("WPP GP") and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners") and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") and the general partner of WP Partners, Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WPP GP LLC,
2. (continued from Footnote 1) Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X, and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC (each of the foregoing, a "Warburg Pincus Reporting Person" and collectively, the "Warburg Pincus Reporting Persons"). Messrs. Kaye and Landy may be deemed to control WP X, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC.
3. The 20,283,294 shares beneficially owned include shares of Common Stock as well as 1,910,417 shares of Common Stock underlying the warrants exercisable for Common Stock.
4. Prior to the transaction reported herein, WP X was the holder of (a) 45,622,877 shares of common stock, $1.00 par value (the "Common Stock") of MBIA Inc. (the "Issuer") and (b) warrants exercisable for 1,910,417 shares of Common Stock. On May 22, 2015 WP X sold 27,250,000 shares of Common Stock to BTIG, LLC for $8.73 per share, pursuant to an Underwriting Agreement, dated as of May 18, 2015, among WP X, Warburg Pincus X Partners, L.P., the Issuer, and BTIG, LLC.
5. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than WP X, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the Common Stock, par value $1.00 per share ("Common Stock") of MBIA, Inc. (the "Issuer"), that may be deemed to be beneficially owned by WP X. Each Warburg Pincus Reporting Person, other than WP X, disclaims beneficial ownership of all of the Common Stock of the Issuer and the warrants exercisable for Common Stock that may be deemed to be beneficially owned by WP X, except to the extent of any indirect pecuniary interest therein.
6. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
/s/ Robert B. Knauss 05/22/2015
** 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.

EXHIBIT 99.1

 

SIGNATURES OF REPORTING PERSONS

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Form 4 is true, complete and correct.

 

February 9, 2015

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

 

 

 

By: Warburg Pincus X, L.P., its general partner

 

 

 

By: Warburg Pincus X GP L.P., its general partner

 

 

 

By: WPP GP LLC, its general partner

 

 

 

By: Warburg Pincus Partners, L.P., its managing member

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS X, L.P.

 

 

 

By: Warburg Pincus X GP L.P., its general partner

 

 

 

By: WPP GP LLC, its general partner

 

 

 

By: Warburg Pincus Partners, L.P., its managing member

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS X GP L.P.

 

 

 

By: WPP GP LLC, its general partner

 

 

 

By: Warburg Pincus Partners, L.P., its managing member

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

 


 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

 /s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WPP GP LLC

 

 

 

By: Warburg Pincus Partners, L.P., its managing member

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS & CO.

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

WARBURG PINCUS LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Managing Director

 

 


 

CHARLES R. KAYE

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Attorney-in-Fact*

 

 

 

JOSEPH P. LANDY

 

 

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Attorney-in-Fact*

 

 

* Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.

 

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