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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 Convertible Preferred Stock | (1) | 12/17/2014 | C | 6,516,850 | (1) | (1) | Common Stock | 6,516,850 | (1) | 0 | I | By Benchmark Capital Partners VI, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 12/17/2014 | C | 1,642,069 | (1) | (1) | Common Stock | 1,642,069 | (1) | 0 | I | By Benchmark Capital Partners VI, L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 12/17/2014 | C | 478,265 | (1) | (1) | Common Stock | 478,265 | (1) | 0 | I | By Benchmark Capital Partners VI, L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 12/17/2014 | C | 208,893 | (1) | (1) | Common Stock | 208,893 | (1) | 0 | I | By Benchmark Capital Partners VI, L.P. (2) | |||
Series E Convertible Preferred Stock | (1) | 12/17/2014 | C | 129,244 | (1) | (1) | Common Stock | 129,244 | (1) | 0 | I | By Benchmark Capital Partners VI, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
Cohler Matt 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X |
See attached signature page. | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Benchmark Capital Partners VI, L.P., by: Benchmark Capital Management Co. VI, L.L.C., by /s/ Steven M. Spurlock, Managing Member | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Benchmark Founders' Fund VI, L.P., by Benchmark Capital Management Co. VI, L.L.C. by /s/ Steven M. Spurlock, Managing Member | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Benchmark Founders' Fund VI-B, L.P. by Benchmark Capital Management Co. VI, L.L.C., by /s/ Steven M. Spurlock, Managing Member | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Alexandre Balkanski, by /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Matt Cohler, by /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory | 12/17/2014 | |
**Signature of Reporting Person | Date | |
Bruce Dunlevie, by /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory | 12/17/2014 | |
**Signature of Reporting Person | Date | |
William J. Gurley, by /s/ Steven M. Spurlock, Designated Filer and Authorized Signatory | 12/17/2014 | |
**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 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible 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 nor conversion price. |
(2) | Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. |
Remarks: Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). *This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable member*. |