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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Redeemable Convertible Preferred Stock | (4) | 08/08/2007 | C | 86,326 (2) (8) | (9) | (9) | Common Stock | 38,676 (2) (10) | $ 0 | 0 | D | ||||
Series B Redeemable Convertible Preferred Stock | (3) | 08/08/2007 | C | 3,063,005 (2) (11) | (9) | (9) | Common Stock | 1,112,037 (2) (12) | $ 0 | 0 | D | ||||
Series C Redeemable Convertible Preferred Stock | (5) | 08/08/2007 | C | 3,577,932 (2) (13) | (9) | (9) | Common Stock | 1,143,106 (2) (14) | $ 0 | 0 | D | ||||
Series D Redeemable Convertible Preferred Stock | (6) | 08/08/2007 | C | 1,731,448 (2) (15) | (9) | (9) | Common Stock | 553,177 (2) (16) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHARLES RIVER PARTNERSHIP XI LP 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451 |
See remarks | |||
Charles River Friends XI-A, LP 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451 |
See remarks | |||
Charles River Friends XI-B, LP 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451 |
See remarks | |||
Charles River XI GP, LLC 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451 |
See remarks | |||
Charles River XI GP, LP 1000 WINTER STREET, SUITE 3300 WALTHAM, MA 02451 |
See remarks |
/s/ Thomas R. Holler, attorney-in-fact | 08/08/2007 | |
**Signature of Reporting Person | Date | |
Thomas R. Holler, attorney-in-fact | 08/08/2007 | |
**Signature of Reporting Person | Date | |
Thomas R. Holler, attorney-in-fact | 08/08/2007 | |
**Signature of Reporting Person | Date | |
Thomas R. Holler, attorney-in-fact | 08/08/2007 | |
**Signature of Reporting Person | Date | |
Thomas R. Holler, attorney-in-fact | 08/08/2007 | |
**Signature of Reporting Person | Date |
* | 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) | Represents total shares received upon conversion of shares of Series A, B, C and D Convertible Preferred Stock and includes 2,762,546 shares held by Charles River Partnership XI, LP, 69,776 shares held by Charles River Friends XI-A, LP and 14,647 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
(2) | Charles River XI GP, LLC, is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP. Charles River XI GP, LP, is the general partner of Charles River Partnership XI, LP. |
(3) | Each share of Series B Redeemable Convertible Preferred Stock automatically converted into 0.363 shares of Common Stock upon the Closing of the Issuer's initial public offering. |
(4) | Each share of Series A Redeemable Convertible Preferred Stock automatically converted into 0.448 shares of Common Stock upon the Closing of the Issuer's initial public offering. |
(5) | Each share of Series C Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering. |
(6) | Each share of Series D Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering. |
(7) | Includes 2,889,287 shares held by Charles River Partnership XI, LP, 72,977 shares held by Charles River Friends XI-A, LP and 15,347 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
(8) | Includes 83,765 shares held by Charles River Partnership XI, LP, 2,116 shares held by Charles River Friends XI-A, LP and 445 shares held by Charles River Friends XI-B, LP. |
(9) | Shares of Series A, B, C and D Redeemable Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the Closing of the Issuer's initial public offering. |
(10) | Includes 37,529 shares held by Charles River Partnership XI, LP, 948 shares held by Charles River Friends XI-A, LP and 199 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
(11) | Includes 2,972,141 shares held by Charles River Partnership XI, LP, 75,073 shares held by Charles River Friends XI-A, LP and 15,791 shares held by Charles River Friends XI-B, LP. |
(12) | Includes 1,079,051 shares held by Charles River Partnership XI, LP, 27,254 shares held by Charles River Friends XI-A, LP and 5,732 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
(13) | Includes 3,471,793 shares held by Charles River Partnership XI, LP, 87,693 shares held by Charles River Friends XI-A, LP and 18,446 shares held by Charles River Friends XI-B, LP. |
(14) | Includes 1,109,198 shares held by Charles River Partnership XI, LP, 28,016 shares held by Charles River Friends XI-A, LP and 5,892 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
(15) | Includes 1,680,085 shares held by Charles River Partnership XI, LP, 42,437 shares held by Charles River Friends XI-A, LP and 8,926 shares held by Charles River Friends XI-B, LP. |
(16) | Includes 536,768 shares held by Charles River Partnership XI, LP, 13,558 shares held by Charles River Friends XI-A, LP and 2,851 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007. |
Remarks: The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's Common Stock. |