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*
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sabre Corp [ SABR ]
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)
06/07/2018
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 06/07/2018 S 6,586,643 D $24.45 15,884,350 I See Explanation of Responses(1)(2)(3)(4)(5)
Common Stock 06/07/2018 J 84,475 D $0(6) 15,799,875 I See Explanation of Responses(1)(2)(3)(4)(5)
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
1. Name and Address of Reporting Person*
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates II, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER LAKE PARTNERS II L P

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Investors II, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Silver Lake Group, L.L.C. ("SLG") is the managing member of Silver Lake Technology Associates II, L.L.C. ("Associates II"), which is the general partner of (a) Silver Lake Partners II, L.P. ("Partners II"), which directly holds 12,305,381 shares of common stock ("Common Stock") of Sabre Corporation (the "Issuer"), and (b) Silver Lake Technology Investors II, L.P. ("Investors II"), which directly holds 50,283 shares of Common Stock.
2. As the sole general partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Partners II and Investors II.
3. Associates II is a member of Sovereign Manager Co-Invest, LLC ("Sovereign Manager"), which is the managing member of Sovereign Co-Invest II, LLC ("Sovereign Co-Invest II"), which directly holds 3,444,211 shares of Common Stock. Sovereign Manager is managed by a management committee consisting of two managers, one of which is designated by Associates II. Because of the relationship among Sovereign Manager, Associates II and SLG, each of Associates II and SLG may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly held by Sovereign Co-Invest II.
4. Each of SLG, Associates II, Partners II and Investors II (collectively, the "Reporting Persons") disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
6. Distribution of 84,475 shares of Common Stock by Partners II through Associates II to certain direct and indirect members of Associates II for the sole purpose of charitable giving.
Remarks:
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
/s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C. (7) 06/11/2018
/s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C. (7) 06/11/2018
/s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Partners II, L.P. (7) 06/11/2018
/s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., the managing member of Silver Lake Technology Associates II, L.L.C., the general partner of Silver Lake Technology Investors II, L.P. (7) 06/11/2018
** Signature of Reporting Person Date
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