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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) | 05/13/2014 | C | 2,226,172 | (1) | (1) | Common Stock | 2,226,172 | $ 0 (1) | 0 | I | See Footnote (3) (7) | |||
| Series B Preferred Stock | (1) | 05/13/2014 | C | 1,776,222 | (1) | (1) | Common Stock | 1,776,222 | $ 0 (1) | 0 | I | See Footnote (4) (7) | |||
| Series C Preferred Stock | (1) | 05/13/2014 | C | 925,925 | (1) | (1) | Common Stock | 925,925 | $ 0 (1) | 0 | I | See Footnote (5) (8) | |||
| Series D Preferred Stock | (1) | 05/13/2014 | C | 265,117 | (1) | (1) | Common Stock | 265,117 | $ 0 (1) | 0 | I | See Footnote (6) (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JAGGERS JOHN V C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| BAYLESS JON W C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| DOMENIK STEPHEN L C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| KIMZEY JACKIE R SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| McLean David J. C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| OXAAL JOHN T C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| SCHUELE ALAN R C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| STURIALE NICHOLAS G C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240 |
X | |||
| John V. Jaggers | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For David J. McLean | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For John T. Oxaal | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele | 05/15/2014 | |
| **Signature of Reporting Person | Date | |
| John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale | 05/15/2014 | |
| **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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date. |
| (2) | Total Common Shares of 5,193,436 represents 5,083,870 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 101,104 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF") and 8,462 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). SRB Associates IX L.P. ("SRBAIX") is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. |
| (3) | Total Series A Preferred shares of 2,226,172 represents 2,176,903 shares held by SRFIX, 43,293 shares held by SRIX AFF and 5,976 shares held by SRBMC. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. |
| (4) | Total Series B Preferred shares of 1,776,222 represents 1,739,149 shares held by SRFIX, 34,587 shares held by SRIX AFF and 2,486 shares held by SRBMC. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. |
| (5) | Total Series C Preferred shares of 925,925 represents 907,870 shares held by SRFIX, and 18,055 shares held by SRIX AFF. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. |
| (6) | Total Series D Preferred shares of 265,117 represents 259,948 shares held by SRFIX, and 5,169 shares held by SRIX AFF. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. |
| (7) | John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless"), Stephen L. Domenik ("Domenik"), Jackie R. Kimzey ("Kimzey"), David J. McLean ("McLean"), John T. Oxaal ("Oxaal") and Nicholas G. Sturiale ("Sturiale") are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares. |
| (8) | Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele, and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. |