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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 | ||||||||
Class B Common Stock | (4) | 02/28/2011 | C | 1,850,387 | (4) | (4) | Class A Common Stock | 1,850,387 | (4) | 0 | I | By Sequoia Capital IX, L.P. (1) | |||
Class B Common Stock | (4) | 02/28/2011 | C | 163,292 | (4) | (4) | Class A Common Stock | 163,292 | (4) | 0 | I | By Sequoia Capital Entrepreneurs Annex Fund, L.P. (1) | |||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 7,778,099 | 7,778,099 | I | By Sequoia Capital Franchise Fund, L.P. (2) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 1,060,650 | 1,060,650 | I | By Sequoia Capital Franchise Partners, L.P. (2) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 1,195,073 | 1,195,073 | I | By Sequoia Capital U.S. Growth Fund IV, L.P. (3) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 51,872 | 51,872 | I | By Sequoia Capital USGF Principals Fund IV, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SC IX.I MANAGEMENT, LLC 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL IX 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL ENTERPRENEURS ANNEX FUND 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SCFF MANAGEMENT LLC 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE FUND LP 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE PARTNERS LP 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SCGF GENPAR LTD 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SCGF IV MANAGEMENT LP 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL US GROWTH FUND IV LP 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA 94025 |
X |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member for SC IX.I Management, LLC | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SC IX.I Management, LLC, its general partner for Sequoia Capital IX, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SC IX.I Management, LLC, its general partner for Sequoia Capital Entrepreneurs Annex Fund, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member for SCFF Management, LLC | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SCFF Management, LLC, its general partner for Sequoia Capital Franchise Fund, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SCFF Management, LLC, its general partner for Sequoia Capital Franchise Partners, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director for SCGF GenPar, Ltd | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner for SCGF IV Management, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner, SCGF IV Management, L.P., its general partner for Sequoia Capital U.S. Growth Fund IV, L.P. | 02/28/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner, SCGF IV Management, L.P., its general partner for Sequoia Capital USGF Principals Fund IV, L.P. | 02/28/2011 | |
**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) | SC IX.I Management, LLC ("SC IX.I Management") is the sole general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. As a result, SC IX.I Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. SC IX.I Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(2) | SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. As a result, SCFF Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCFF Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("SGF IV Management"), which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result, SCGF GenPar and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of SCGF GenPar and SCGF IV Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. |
(5) | Distribution to partners and includes subsequent distributions by general partners to their respective partners or members. |