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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 | (4) | 09/30/2010 | C | 3,179,674 | (4) | (4) | Common Stock | 3,179,674 | $ 0 | 0 | I | See Footnote (2) (5) | |||
Series B Convertible Preferred Stock | (6) | 09/30/2010 | C | 138,919 | (6) | (6) | Common Stock | 155,311 | $ 0 | 0 | I | See Footnote (2) (5) | |||
Series C Convertible Preferred Stock | (1) | 09/30/2010 | C | 419,687 | (1) | (1) | Common Stock | 419,687 | $ 0 | 0 | I | See Footnote (2) (3) | |||
Series A Convertible Preferred Stock | (4) | 09/30/2010 | C | 154,765 | (4) | (4) | Common Stock | 154,765 | $ 0 | 0 | I | See Footnote (7) | |||
Series B Convertible Preferred Stock | (6) | 09/30/2010 | C | 6,761 | (6) | (6) | Common Stock | 7,559 | $ 0 | 0 | I | See Footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kaul Samir 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X |
/s/ Samir Kaul by Tamara Tompkins, Attorney-in-Fact | 09/30/2010 | |
**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 the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(2) | Mr. Kaul is a member of Khosla Ventures Associates II, LLC ("KVA II"), the general partner of Khosla Ventures II, L.P. ("Khosla II"), and a member of Khosla Ventures Associates III, LLC ("KVA III"), the general partner of Khosla Ventures III, L.P. ("Khosla III"). As such, Mr. Kaul shares voting and investment power over the shares held by Khosla II and Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla II and Khosla III. Mr. Kaul disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
(3) | The securities are owned by Khosla III. KVA III possesses sole voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla III. KVA III however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(4) | Each share of the Issuer's Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(5) | The securities are owned by Khosla II. VK Services, LLC, which serves as the manager of KVA II, possesses sole voting and investment control over the shares owned by Khosla II and may be deemed to have indirect beneficial ownership of the shares held by Khosla II. KVA II however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(6) | Each share of the Issuer's Series B Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1.118 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(7) | The securities are held by the Kaul Family Revocable Trust. Mr. Kaul is a trustee of the Kaul Family Revocable Trust. |