Edgar Filing: GTCR PARTNERS VI L P

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GTCR CAPITAL PARTNERS L P

2. Issuer Name and Ticker or Trading Symbol
COINMACH SERVICE CORP [DRA]

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

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

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2006

(Street)

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Class A Common Stock, par value $0.01 per share ⁽¹⁾	02/08/2006		S⁽¹⁾		2,199,413	D	$ 8.505	0	D ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GTCR CAPITAL PARTNERS L P		X
GTCR MEZZANINE PARTNERS LP C/O GTCR GOLDEN RAUNER LLC SEARS TOWER #6100 CHICAGO, IL 60606-6402		X
GTCR PARTNERS VI L P		X
GTCR GOLDER RAUNER LLC 6100 SEARS TOWER CHICAGO, IL 60606-6402		X
RAUNER BRUCE V C/O GTCR GOLDER RAUNER LLC SEARS TOWER #6100 CHICAGO, IL 60606-6402	X	X
Donnini David C/O GTCR 6100 SEARS TOWER CHICAGO, IL 60606	X	X

Signatures

/s/ Andrew J. Terry under Powers of Attorney filed as Exhibit 99.1 to this Form 4		02/10/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On November 19, 2004, GTCR Capital Partners, L.P. ("Capital Partners") purchased 2,199,413 Income Deposit Securities ("IDSs") of the Issuer. Each IDS consists of one share of Class A Common Stock and an 11% senior secured note due 2024 in a principal amount of $6.14. By their terms, IDSs may be separated by the holders thereof into shares of Class A Common Stock and 11% notes at any time. On January 24, 2006, Capital Partners separated its IDSs and tendered approximately $13,504,396 in aggregate principal amount of 11% notes held by it in a tender offer commenced by the Issuer. Shortly thereafter, the Issuer agreed to purchase the shares of Class A Common Stock (formerly represented, in part, by IDSs) held by Capital Partners.
(2)	Capital Partners is the direct beneficial owner of the shares of Class A Common Stock reported in Table I. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VI. Each of Messrs. Rauner and Donnini are principals of GTCR. As such, Mezzanine Partners, GTCR Partners VI, GTCR and Messrs. Rauner and Donnini may be deemed to be beneficial owners of the shares of Common Stock reported in Table I. Each of Mezzanine Partners, GTCR Partners VI, GTCR and Messrs. Rauner and Donnini, expressly disclaim beneficial ownership of the shares reported in Table I, except to the extent of any pecuniary interest therein.
(3)	The filing of this form shall not be deemed an admission that Mezzanine Partners, GTCR Partners VI, GTCR or Messrs. Rauner or Donnini are, for Section 16 purposes or otherwise, the beneficial owners of such shares of Class A Common Stock.
Remarks: Each of GTCR Capital Partners, L.P., GTCR Mezzanine Partners, L.P. and GTCR Partners VI, L.P. is no longer subject to Section 16 of the Securities Exchange Act of 1934 with respect to ownership of securities of the Issuer. The obligations of GTCR Golder Rauner, L.L.C. and Messrs. Rauner and Donnini to file Section 16 reports with respect to the ownership of securities of the Issuer will continue.

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