| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUINIX INC [ EQIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| CONVERTIBLE SECURED PROMISSORY NOTES | $9.1779 | 11/07/2005 | C | $2,208,007.87(1) | (2) | 11/01/2007 | SERIES A CONVERTIBLE PREFERRED STOCK(3) | 240,578 | $2,208,007.87 | 0 | I | By subsidiary(4) | |||
| PREFERRED STOCK WARRANT | $0.01 | 11/07/2005 | C | 965,674 | 12/31/2002 | 12/31/2007 | SERIES A CONVERTIBLE PREFERRED STOCK | 965,674 | $9,656.74 | 0 | I | By subsidiary(4) | |||
| SERIES A CONVERTIBLE PREFERRED STOCK | (5) | 11/07/2005 | C | 1,206,252 | 11/07/2005 | (6) | COMMON STOCK | 1,206,252 | (6) | 3,074,919(7) | I | By subsidiary(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This is the face amount of the Convertible Secured Promissory Notes (the "Notes") expressed in U.S. dollars. The total also reflects $144,056.96 and $5,994.37 in PIK notes acquired by i-STT Investments Pte. Ltd. on November 1, 2005 and November 7, 2005, respectively. Such acquisitions were exempt pursuant to Rule 16a-9 and 16b-6. |
| 2. $5,994.37 exercisable on November 7, 2005, $144,056.96 exercisable on November 1, 2005, $134,632.53 exercisable on May 1, 2005 and $1,923,324.01 exercisable on January 11, 2005. |
| 3. Pursuant to the terms of the Securities Purchase Agreement under which the Notes were acquired by the Reporting Persons (the "Purchase Agreement"), the Notes may also be converted into Series A Convertible Preferred Stock of the Issuer upon the fulfillment of certain conditions set forth in the Purchase Agreement. Upon the fulfillment of these conditions, the securities underlying the Notes may be either Series A-1 Convertible Preferred Stock or Series A Convertible Preferred Stock. |
| 4. STT Communications Ltd, a wholly-owned subsidiary of Singapore Technologies Telemedia Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), has an indirect interest in the securities reported herein by virtue of its ownership interests in i-STT Investments Pte. Ltd., which is the record holder of the securities of the Issuer reported herein. Temasek disclaims beneficial ownership of such securities except to the extent of its pecuniary interest herein. |
| 5. The Series A Convertible Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-1 basis. |
| 6. Not applicable. |
| 7. The total also reflects 1,868,667 shares of the Series A Convertible Preferred Stock owned by i-STT Investments Pte. Ltd. and reported on a Form 4 dated January 3, 2003. |
| /s/ Pek Siok Lan, Company Secretary, STT COMMUNICATIONS LTD | 11/09/2005 | |
| /s/ Pek Siok Lan, Director, i-STT INVESTMENTS PTE. LTD. | 11/09/2005 | |
| /s/ Pek Siok Lan, Company Secretary, SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD | 11/09/2005 | |
| /s/ Chia Yue Joo, Managing Director, Legal & Regulations, TEMASEK HOLDINGS (PRIVATE) LIMITED | 11/09/2005 | |
| ** 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. | ||