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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 Convertible Preferred Stock | (1) | 10/21/2013 | C(1) | 10,000,000 | (1) | (1) | Common Stock | 10,000,000 | $ 0 | 0 | I | By Emergence Capital Partners II, L.P. (2) | |||
| Series B Convertible Preferred Stock | (1) | 10/21/2013 | C(1) | 25,000,000 | (1) | (1) | Common Stock | 25,000,000 | $ 0 | 0 | I | By Emergence Capital Partners II, L.P. (2) | |||
| Class B Common Stock | (5) | 10/21/2013 | J(3) | 35,000,000 | (5) | (5) | Class A Common Stock | 35,000,000 | $ 0 | 35,000,000 | I | By Emergence Capital Partners II, L.P. (2) | |||
| Class B Common Stock | (5) | 10/21/2013 | C(4) | 500,000 | (5) | (5) | Class A Common Stock | 500,000 | $ 0 | 34,500,000 | I | By Emergence Capital Partners II, L.P. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| EMERGENCE CAPITAL PARTNERS II LP 160 BOVET ROAD, SUITE 300 SAN MATEO, CA 94402 |
X | X | ||
| EMERGENCE EQUITY PARTNERS II, L.P. 160 BOVET ROAD SUITE 300 SAN MATEO, CA 94402 |
X | X | ||
| EMERGENCE GP PARTNERS, LLC 160 BOVET ROAD SUITE 300 SAN MATEO, CA 94402 |
X | X | ||
| By: Emergence Capital Partners II, L.P., By: Emergence Equity Partners II, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Brian Jacobs, Manager | 10/23/2013 | |
| **Signature of Reporting Person | Date | |
| By: Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Brian Jacobs, Manager | 10/23/2013 | |
| **Signature of Reporting Person | Date | |
| By: Emergence GP Partners LLC, /s/ Brian Jacobs, Manager | 10/23/2013 | |
| **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) | Each share of convertible preferred stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO"), and has no expiration date. |
| (2) | Shares held directly by Emergence Capital Partners II, L.P. ("Emergence"). The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("EEP II"), and the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP", and together with Emergence and EEP II, the "Emergence Entities"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence. Each of Mr. Kevin Spain, a partner of EEP II, and Mr. Gordon Ritter, a member of EGP and partner of EEP II, serves as a representative of the Emergence Entities on the Issuer's board of directors. |
| (3) | Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified, in an exempt transaction pursuant to Rule 16b-7, into one (1) share of Class B Common Stock. |
| (4) | Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. Emergence sold Class A Common Stock to the underwriters in connection with the closing of the IPO. |
| (5) | Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, which occurs after the closing of the IPO, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect after the closing of the IPO. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of class B Common Stock or (b) October 15, 2023. |