1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Common Stock
|
140,264
|
$
(3)
|
I
|
By Kazarian Family LLC
(4)
|
Series D Convertible Preferred Stock
|
Â
(5)
|
Â
(5)
|
Common Stock
|
29,805
|
$
(5)
|
I
|
By Kazarian Family LLC
(4)
|
Stock Option (Right to Buy)
|
Â
(6)
|
02/03/2020 |
Common Stock
|
282,240
|
$
14.71
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
The shares are held in a trust, the beneficiaries of which are members of Mr. Kazarian's immediate family. Members of Mr. Kazarian's immediate family are trustees of the trust. |
(2) |
The shares are held in a trust, the beneficiaries of which are members of Mr. Kazarian's immediate family. |
(3) |
Each share of Series A Convertible Preferred Stock represented herein is immediately convertible, and will automatically convert upon the closing of the Issuer's initial public offering, into 1,201.5068 shares of common stock, par value $0.01 per share, of the Issuer, and has no expiration date. |
(4) |
The shares are held by a limited liability company for the benefit of members of Mr. Kazarian's immediate family. Mr. Kazarian is the manager member of Kazarian Family LLC. |
(5) |
Each share of Series D Convertible Preferred Stock represented herein is immediately convertible, and will automatically convert upon the closing of the Issuer's initial public offering, into 3.92 shares of common stock, par value $0.01 per share, of the Issuer, and has no expiration date. |
(6) |
The shares subject to the option vest in four equal annual installments beginning on February 3, 2011, and the option can be exercised immediately upon grant, provided that upon exercise the shares issued are subject to the same vesting and repurchase provisions that applied before exercise. |