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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 Preferred Stock | (1) | 09/30/2010 | C | 119,339 (1) | (1) | (1) | Common Stock | 119,339 (1) | $ 0 | 0 | I | By Clarus, LLC (2) | |||
Series A Preferred Stock | (1) | 09/30/2010 | C | 3,068,996 (1) | (1) | (1) | Common Stock | 3,068,996 (1) | $ 0 | 0 | I | By Kleiner Perkins Caufield & Byers XII, LLC (3) | |||
Series A Preferred Stock | (1) | 09/30/2010 | C | 58,648 (1) | (1) | (1) | Common Stock | 58,648 (1) | $ 0 | 0 | I | By KPCB XII Founders Fund, LLC (4) | |||
Series B Preferred Stock | (5) | 09/30/2010 | C | 5,214 (5) | (5) | (5) | Common Stock | 5,829 (5) | $ 0 | 0 | I | By Clarus, LLC (2) | |||
Series B Preferred Stock | (5) | 09/30/2010 | C | 134,082 (5) | (5) | (5) | Common Stock | 149,904 (5) | $ 0 | 0 | I | By Kleiner Perkins Caufield & Byers XII, LLC (3) | |||
Series B Preferred Stock | (5) | 09/30/2010 | C | 2,563 (5) | (5) | (5) | Common Stock | 2,865 (5) | $ 0 | 0 | I | By KPCB XII Founders FUnd, LLC (4) | |||
Series C Preferred Stock | (1) | 09/30/2010 | C | 14,517 (1) | (1) | (1) | Common Stock | 14,517 (1) | $ 0 | 0 | I | By Clarus, LLC (2) | |||
Series C Preferred Stock | (1) | 09/30/2010 | C | 375,705 (1) | (1) | (1) | Common Stock | 375,705 (1) | $ 0 | 0 | I | By Kleiner Perkins Caufield & Byers XII, LLC (3) | |||
Series C Preferred Stock | (1) | 09/30/2010 | C | 4,784 (1) | (1) | (1) | Common Stock | 4,784 (1) | $ 0 | 0 | I | By KPCB XII Founders Fund, LLC (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DOERR L JOHN C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X |
/s/ L. John Doerr 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) | Upon the closing of the Issuer's initial public offering, each outstanding share of Series A Preferred Stock and Series C Preferred Stock automatically converted into one share of the Issuer's Common Stock. The Series A Preferred Stock and Series C Preferred Stock have no expiration date. |
(2) | The Reporting Person is the manager of Clarus, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
(3) | The General Partner of Kleiner Perkins Caufield & Byers XII, LLC is KPCB XII Associates, LLC, of which the reporting person is a managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
(4) | The General Partner of KPCB XII Founders Fund, LLC is KPCB XII Associates, LLC, of which the reporting person is a managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. |
(5) | Upon completion of the Issuer's initial public offering, each outstanding share of Series B Preferred Stock automatically converted into 1.118 shares of the Issuer's Common Stock. The Series B Preferred Stock has no expiration date. |