Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b), (c) and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)
(Amendment No.1)*
 
 
Dealertrack Holdings, Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
 
242309102
  
(CUSIP Number)
 
 
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Page 1 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102
 
 
 
           
1  
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only):
 
 
J.P. Morgan Partners (23A SBIC), L.P.
13-3986302
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions): 
  (a)   o
  (b)   o
     
3   SEC use only:
   
   
     
4  
Citizenship or Place of Organization:
   
  Delaware
       
  5   Sole Voting Power:
     
Number of  
1,464,382 shares of Common Stock held in a voting trust, the trustee of which has the voting power over such shares
       
Shares 6   Shared Voting Power:
Beneficially    
Owned by    
       
Each 7   Sole Dispositive Power:
Reporting    
Person  
1,464,382 shares of Common Stock held in a voting trust, the trustee of which has the voting power over such shares
       
With: 8   Shared Dispositive Power:
     
     
     
9  
Aggregate Amount Beneficially Owned by Each Reporting Person:
   
 
1,464,382 shares of Common Stock held in a voting trust, the trustee of which has the voting power over such shares
     
10  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
   
  o
     
11   Percent of Class Represented by Amount in Row (9):
   
  3.74%
     
12   Type of Reporting Person (See Instructions):
   
  PN

Page 2 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102

Item 1.
  
 
(a)
Name of Issuer:
     
   
Dealertrack Holdings, Inc.
     
Address of Issuer's Principal Executive Offices:
 
1111 Marcus Avenue, Suite M04
Lake Success, NY 11042

Item 2.
  
 
(a)
Name of Person Filing:
     
   
J.P. Morgan Partners (23A SBIC), L.P. (“JPMP 23A SBIC”)
 
Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
     
   
270 Park Avenue
   
New York, New York 10017
 
 
(c)
Citizenship:
     
   
Delaware
 
 
(d)
Title of Class of Securities (of Issuer):
     
   
Common Stock
 
 
(e)
CUSIP Number:
 
242309102
 
Item 3.
If this statement is filed pursuant to § § 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
Item 4.
Ownership
 
 
(a)
Amount Beneficially Owned:
     
   
JPMP 23A SBIC: 1,464,382
 
 
(b)
Percent of Class:
     
   
JPMP 23A SBIC: 3.74% (as of December 31, 2005)
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
JPMP 23A SBIC: 1,464,382
 

Page 3 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102

 
(ii)
Not applicable

 
(iii)
JPMP 23A SBIC: 1,464,382

 
(iv)
Not applicable
     
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereto the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certification
 
Not applicable.

Page 4 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2007

 
J.P. MORGAN PARTNERS (23A SBIC), L.P.
     
 
By:
J.P. Morgan Partners (23A SBIC Manager)., Inc.,
 
 
Its General Partner
 
 
 
By:
/c/ John C. Wilmot
   
Name: John C. Wilmot
   
Title: Managing Director
 






Page 5 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102
   
EXHIBIT 2(a)
 
This statement is being filed by J.P. Morgan Partners (23A SBIC), L.P., a Delaware limited partnership (hereinafter referred to as "JPMP (SBIC)"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. JPMP (SBIC) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (SBIC) is J.P. Morgan Partners (23A SBIC Manager), Inc., a Delaware corporation (hereinafter referred to as "JPMP Manager"), whose principal business office is located at the same address as JPMP (SBIC), and is also indirectly (through JPMP SBIC) engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer of JPMP Manager. As general partner of JPMP (SBIC), JPMP Manager may be deemed to beneficially own the shares held by JPMP (SBIC).
 
JPMP Manager is a wholly owned subsidiary of JPMorgan Chase Bank, National Association, a National Banking Association (hereinafter referred to as "JPM Chase Bank") which is engaged in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names business addresses, principal occupations and employments of each of each executive officer and director of JPM Chase Bank. JPM Chase Bank is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (hereinafter referred to as "JP Morgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.

Page 6 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102


SCHEDULE A
J.P. Morgan Partners (23A SBIC Manager), Inc.
Executive Officers1

Chief Investment Officer
Ina R. Drew*
Managing Director
Managing Director
Joseph S. Bonocore*
Ana Capella Gomez-Acebo*
Managing Director
John C. Wilmot*
Managing Director and Assistant Secretary
Richard Madsen*
Vice President
William T. Williams Jr*
Vice President and Assistant General Counsel
Judah Shechter*
Vice President and Assistant General Counsel
Elizabeth De Guzman*

Directors1
Ina R. Drew*
John C. Wilmot
 
1
Each of whom is a United States citizen.
*
Principal occupation is employee and/or officer of JPMorgan Chase & Co., Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
 
Page 7 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102

SCHEDULE B
J.P. MORGAN CHASE BANK, NATIONAL ASSOCIATION
EXECUTIVE OFFICERS1

President and Chief Executive Officer
James Dimon*
Chief Administrative Officer
Co-Chief Executive Officer, Investment Bank
Chief Financial Officer
Frank Bisignano *
Steven D. Black*
Michael J. Cavanagh*
Director of Human Resources
John F. Bradley*
Chief Investment Officer
Head, Commercial Banking
Ina R. Drew *
Samuel Todd Maclin*
Head, Strategy and Business Development
Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services
Head, Retail Financial Services
Chief Executive Officer, Card Services
Global Head, Asset & Wealth Management
Heidi Miller*
Charles W. Scharf*
Richard J. Srednicki*
James E. Staley*
Co-Chief Executive Officer, Investment Bank
General Counsel
William T. Winters*
Stephen M. Cutler*
 
1
Principal occupation is employee or officer of JPMorgan Chase & Co., Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.


Page 8 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102


Directors2


 
Name
  
Principal Occupation or Employment;
Business or Residence Address
Steven D. Black.
  
Co-Chief Executive Officer, Investment Bank
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Frank J. Bisignano
  
Chief Administrative Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
James Dimon
  
President and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Michael J. Cavanaugh
  
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Charles W. Scharf
  
Global Head of Retail Financial Services
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James E. Staley
  
Global Head, Asset & Wealth Management
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
 

2
Each of whom is a United States citizen.


Page 9 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102

SCHEDULE C

JPMORGAN CHASE & CO.
 
Executive Officers1

President and Chief Executive Officer
James Dimon*
Chief Administrative Officer
Co-Chief Executive Officer, Investment Bank
Chief Financial Officer
Frank Bisignano *
Steven D. Black*
Michael J. Cavanagh*
Director of Human Resources
John F. Bradley*
Chief Investment Officer
Head, Commercial Banking
Ina R. Drew *
Samuel Todd Maclin*
Head, Strategy and Business Development
Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services
Head, Retail Financial Services
Chief Executive Officer, Card Services
Global Head, Asset & Wealth Management
Heidi Miller*
Charles W. Scharf*
Richard J. Srednicki*
James E. Staley*
Co-Chief Executive Officer, Investment Bank
General Counsel
William T. Winters*
Stephen M. Cutler*
 

 
 
3
Each of whom is a United States citizen.
*
Principal occupation is employee or officer of JPMorgan Chase & Co., Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
 

Page 10 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102


Directors4

Name
  
Principal Occupation or Employment;
Business or Residence Address
John H. Biggs
  
Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Crandall C. Bowles
  
Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Stephen B. Burke
  
President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James S. Crown
  
President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James Dimon
  
Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
Ellen V. Futter
  
President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William H. Gray, III
  
Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Laban P. Jackson, Jr.
  
Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
 
4
Each of whom is a United States citizen.


Page 11 of 12


SCHEDULE 13G
Issuer: Dealertrack Holdings, Inc.
CUSIP No.: 242309102
 
Name
  
Principal Occupation or Employment;
Business or Residence Address
Lee R. Raymond
  
Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
John W. Kessler
  
Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Robert I. Lipp
  
Chairman
The St. Paul Travelers Companies Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Richard A. Monoogian
  
Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
David C. Novak
  
Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William C. Weldon
  
Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017




Page 12 of 12