UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
Koppers
Holdings Inc.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
50060P106
(CUSIP
Number)
February
6, 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).
SCHEDULE
13G
1
NAME OF
REPORTING PERSON: Saratoga Partners III, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-3767052
2
CHECK
THE APPROXIMATE BOX IF A MEMBER OF A GROUP (a) [ ]
;
(b) [ ]
3
SEC USE
ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
5
SOLE
VOTING POWER
NUMBER
OF
5,141,061
SHARES
BENEFICIALLY
6 SHARED VOTING POWER
OWNED
BY
EACH 0
REPORTING
PERSON
WITH
7 SOLE DISPOSITIVE POWER
5,141,061
8 SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,141,061
shares
10
CHECK
BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 24.8%
12
TYPE
OF REPORTING PERSON:
PN
Item
1.
(a) Name
of
Issuer:
The
name
of the issuer is Koppers Holdings Inc. (the "Issuer").
(b) Address
of Issuer's Principal Executive Offices:
The
principal executive offices of the Issuer are located at 436 Seventh Avenue,
Pittsburgh, Pennsylvania 15219-1800.
Item
2.
(a) Name
of
Person Filing:
This
Schedule 13G Statement (this "Statement") is hereby filed by Saratoga Partners
III, L.P.
(b) Address
of Principal Business Office, or, if none, Residence:
535
Madison Avenue
New
York,
NY 10022
(c) Citizenship:
Delaware
(d) Title
of
Class of Securities:
Common
Stock, par value $0.01 per share
(e) CUSIP
Number: 50060P106
Item
3. If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
|
(a)
|
[ ]
|
Broker
or dealer registered under Section 15 of the
Act
|
(15
U.S.C. 78o);
|
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the
Act
|
(15 U.S.C. 78c);
|
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
|
|
(j)
|
[ ]
|
Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership.
(a) Amount
beneficially owned:
5,141,061
shares
(b) Percent
of class:
24.8%
(c) Voting
and dispositive power:
Sole
voting power: 5,141,061
shares
Sole
dispositive power: 5,141,061
shares
Item
5. Ownership of Five Percent or Less of a Class.
|
Not
Applicable
|
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.
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.
Dated: February
13, 2006
SARATOGA
PARTNERS III, L.P.
/s/
Richard A. Petrocelli
Name:
Richard A. Petrocelli
Title:
Treasurer