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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 B Preferred Stock | (1) | 05/30/2006 | C | 2,975,000 | (1) | (7) | Common Stock | 8,500,000 | (1) | 0 | I | See Note 2 (2) | |||
| Series C Preferred Stock | (3) | 05/30/2006 | C | 1,400,000 | (3) | (7) | Common Stock | 4,000,000 | (3) | 0 | I | See Note 2 (2) | |||
| Series D Preferred Stock | (4) | 05/30/2006 | C | 1,662,787 | (4) | (7) | Common Stock | 4,750,820 | (4) | 0 | I | See Note 2 (2) | |||
| Series E Preferred Stock | (5) | 05/30/2006 | C | 1,344,543 | (5) | (7) | Common Stock | 3,841,551 | (5) | 0 | I | See Note 2 (2) | |||
| Series D Preferred Stock | (4) | 05/30/2006 | C | 1,945,137 | (4) | (7) | Common Stock | 5,557,534 | (4) | 0 | I | See Note 6 (6) | |||
| Series E Preferred Stock | (5) | 05/30/2006 | C | 448,181 | (5) | (7) | Common Stock | 1,280,517 | (5) | 0 | I | See Note 6 (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KRAMLICH C RICHARD 1119 ST. PAUL STREET BALTIMORE, MD 21202 |
X | |||
| Louis S. Citron, attorney-in-fact | 06/01/2006 | |
| **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 Series B Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. |
| (2) | The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, which is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), the beneficial owner of the securities. The Reporting Person disclaims ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA 10, except to the extent of his pecuniary interest therein. |
| (3) | Each share of Series C Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. |
| (4) | Each share of Series D Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. |
| (5) | Each share of Series E Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. |
| (6) | The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11"), the beneficial owner of the securities. The Reporting Person disclaims ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein. |
| (7) | The expiration date is not relevant to the conversion of these securities. |
| Remarks: In addition to the shares reported herein, (i) New Enterprise Associates 10, Limited Partnership owns a convertible note for $11,416,250 convertible at a rate of $14.22 per share of Common Stock and (ii) New Enterprise Associates 11, L.P. owns a convertible note for $3,805,416.67 convertible at a rate of $14.22 per share of Common Stock. These holdings have been previously reported. Also, NEA Ventures 2003, L.P. owns 21, 428 shares of Common Stock of the Issuer as a result of the conversion of the Series B Preferred Stock. The Reporting Person does not have voting nor dispositive powers over the holdings of NEA Ventures 2003, L.P. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein. | |