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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 | ||||||||
| Stock Option (Right to Buy) (1) | $ 8.43 | 05/11/2012 | A | 24,691 | 05/11/2013(2) | 05/10/2022 | Common Stock | 24,691 | $ 0 | 24,691 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schwartz Robert S 1277 BORREGAS AVE. SUNNYVALE, CA 94089 |
X | See Remarks | ||
| /s/ William Song, as Attorney-In-Fact for Robert S. Schwartz | 05/15/2012 | |
| **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) | Issued pursuant to the 2011 Equity Incentive Plan. |
| (2) | Such option will vest in four (4) equal annual installments from the grant date, such that the option is fully vested on the fourth anniversary of the date of grant, subject to the reporting person's Continuous Service (as defined in the 2011 Equity Incentive Plan). |
| Remarks: Mr. Schwartz serves as a member of the board of the directors of the Issuer and is a managing partner of Third Point Ventures, an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. Third Point acts as the investment manager to certain funds and managed accounts that hold securities of the Issuer (together with Third Point and Mr. Loeb, the "Third Point Parties"). Mr. Schwartz may be deemed to be a member of a Section 13(d) "group" with the Third Point Parties. Mr. Schwartz hereby disclaims beneficial ownership of any securities beneficially owned by any of the Third Point Parties, except to the extent of any pecuniary interest therein. The Third Point Parties have filed a separate Form 3 and Form 4s disclosing their holdings of securities of the Issuer. The Power of Attorney granted by Robert S. Schwartz in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated March 29, 2012, was previously filed with the SEC on April 5, 2012 as exhibit 99.1 to Form 4 filed by Robert S. Schwartz with respect to the Issuer and is incorporated herein by reference. | |