Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FIRST RESERVE GP IX INC

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/4/2005 

3. Issuer Name and Ticker or Trading Symbol

Dresser-Rand Group Inc. [DRC]

(Last)        (First)        (Middle)

ONE LAFAYETTE PLACE, THIRD FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                                __ X __ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)

GREENWICH,CT 06830       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   21086814   I   See Footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  99.7% of the outstanding common stock of Dresser-Rand Group Inc. (the "Issuer") is owned by D-R Interholding, LLC, which in turn is 100% owned by Dresser-Rand Holdings, LLC. This Form 3 is filed on behalf of First Reserve GP IX, Inc. ("GP IX Inc."), First Reserve GP IX, L.P. ("GP IX"), and First Reserve Fund IX, L.P. ("Fund IX"), each as a 10% beneficial owner. By virtue of its ownership of membership units in Dresser-Rand Holdings, LLC, Fund IX may be deemed to have an indirect beneficial ownership in 21,086,815 shares of Common Stock held for the account of D-R Interholding, LLC. GP IX is the general partner of Fund IX and GP IX Inc. is the general partner of GP IX. In such capacities, GP IX and GP IX Inc. may be deemed to share an indirect beneficial ownership in 21,086,815 shares of Common Stock held for the account of D-R Interholding, LLC.
( 2)  The shares of the Issuer's common stock reported as beneficially owned by each of the Reporting Persons in the above table reflects the 0.537314-for-1 reverse stock split, expected to be effected immediately prior to the consummation of the initial public offering by the Issuer.
( 3)  Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that such Reporting Person is the beneficial owner of any of the shares of Common Stock covered by this Statement.

Remarks:
First Reserve GP IX, Inc., by Thomas R. Denison, Managing Director, is signing for itself as the designated filer, as well as in the capacity of general partner of First Reserve GP IX, L.P. First Reserve GP IX, L.P., by Thomas R. Denison is signing in its capacity as general partner of First Reserve Fund IX, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FIRST RESERVE GP IX INC
ONE LAFAYETTE PLACE
THIRD FLOOR
GREENWICH, CT 06830

X

FIRST RESERVE FUND IX L P
ONE LAFAYETTE PLACE
THIRD FLOOR
GREENWICH, CT 06830

X

FIRST RESERVE GP IX L P
ONE LAFAYETTE PLACE
THIRD FLOOR
GREENWICH, CT 06830

X

Signatures
Thomas R. Denison, in the capacity as described in the "Remarks" section of this Form 3. 8/4/2005
** Signature of Reporting Person Date

Thomas R. Denison 8/4/2005
** Signature of Reporting Person Date

Thomas R. Denison 8/4/2005
** 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 5(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 control number.



End of Filing
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