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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 Convertible Participating Preferred Stock (1) (2) | $ 4.2 (4) | 02/22/2011 | J(5) | 69,984.6 | 11/29/2005 | 11/29/2012 | Common Stock | 16,662,999.93 (6) | $ 70,344,914.69 | 11,674,585.79 | I | See footnote (2) | |||
Series B Convertible Participating Preferred Stock (3) | $ 4.2 (4) | 02/22/2011 | J(5) | 15.4 | 11/29/2005 | 11/29/2012 | Common Stock | 3,666.74 (6) | $ 15,479.31 | 2,568.97 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McNamee Roger 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | X |
/*/ Tracy Hogan, Attorney-in-Fact | 02/23/2011 | |
**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) | Par value $0.001 per share. |
(2) | These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. McNamee is a manager of Elevation LLC. As manager of Elevation LLC, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein. |
(3) | These securities are directly owned by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. McNamee is a manager of Elevation Management. As a manager of Elevation Management, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
(4) | Subject to anti-dilution adjustment pursuant to the terms of the certificate of designation with respect to these securities. |
(5) | These securities were called for redemption by the issuer for a price determined pursuant to the terms of the certificate of designation with respect to these securities. |
(6) | This is the number of shares of common stock, par value $0.001 per share, which these securities are convertible into as of the date of this filing. Pursuant to the terms of these securities, no fractional shares of common stock will be issued upon conversion thereof. |