UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 1,500,000 (2) | $ (2) | I | By Monaco Partners (1) |
Series B Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 180,652 (2) | $ (2) | I | By Monaco Partners (1) |
Series B Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 17,000 (2) | $ (2) | I | By JHC 2000 LLC (4) |
Series B Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 125,000 (2) | $ (2) | I | By Woodside Ventures (5) |
Series B Preferred Stock Warrant (Right to Buy) | Â (6) | Â (6) | Common Stock | 40,816 (2) | $ 24.5 | I | By Monaco Partners (1) |
Series C Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 382,012 (2) | $ (2) | I | By Monaco Partners (1) |
Series D Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 1,730,879 (2) | $ (2) | I | By Monaco Partners (1) |
Series E Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 1,192,589 (2) | $ (2) | I | By Monaco Partners (1) |
Series E Convertible Preferred Stock | Â (2) | Â (3) | Common Stock | 1,947,082 (2) | $ (2) | I | By JHC LLC (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLARK JAMES H 1700 SEAPORT BLVD., 4TH FLOOR REDWOOD CITY, CA 94063 |
 X |  X |  |  |
Monaco Partners, L.P. 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
 |  X |  |  |
Clark Ventures, Inc. 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
 |  X |  |  |
JHC Investments, LLC 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
 |  X |  |  |
/s/ Harvey L. Armstrong, Authorized Signer | 09/28/2006 | |
**Signature of Reporting Person | Date |
* | 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) | Securities held by Monaco Partners, L.P. ("Monaco Partners"). The general partner of Monaco Partners is Clark Ventures, Inc. ("Clark Ventures"), an entity controlled by James H. Clark. |
(2) | Each share will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. |
(3) | No expiration date. |
(4) | Shares held by JHC Investments 2000, LLC ("JHC 2000 LLC"). Clark Ventures is the managing member of JHC 2000 LLC. |
(5) | Shares held by Woodside Ventures Limited Partnership ("Woodside Ventures"). The general partner of Woodside Ventures is Monaco Partners. |
(6) | Security is immediately exercisable, but expires upon the closing of Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. |
(7) | Shares held by JHC Investments, LLC ("JHC LLC"). Monaco Partners is the sole member of JHC LLC. |