UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | Â (3) | Â (4) | Common Stock | 33,333 | $ (5) | I | See Note 2 (2) |
Series B Preferred Stock | Â (3) | Â (4) | Common Stock | 1,157,964 | $ (5) | I | See Note 1 (1) |
Series B Preferred Stock | Â (3) | Â (4) | Common Stock | 40,069 | $ (5) | I | See Note 6 (6) |
Series C Preferred Stock | Â (3) | Â (4) | Common Stock | 395,899 | $ (5) | I | See Note 1 (1) |
Series D Preferred Stock | Â (3) | Â (4) | Common Stock | 532,426 | $ (5) | I | See Note 1 (1) |
Series D Preferred Stock | Â (3) | Â (4) | Common Stock | 9,024 | $ (5) | I | See Note 6 (6) |
Series E Preferred Stock | Â (3) | Â (4) | Common Stock | 109,026 | $ (5) | I | See Note 1 (1) |
Series F Preferred Stock | Â (3) | Â (4) | Common Stock | 925,429 | $ (5) | I | See Note 1 (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
 |  X |  |  |
/s/ Shawn Conway, attorney-in-fact | 03/15/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The Reporting Person is a general partner of NEA Partners VII, Limited Partnership, the sole general partner of New Enterprise Associates VII, Limited Partnership ("New Enterprise Associates VII"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the securities of the issuer held by New Enterprise Associates VII in which the Reporting Person has no pecuniary interest therein. |
(2) | The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 9 in which the Reporting Person has no pecuniary interest therein. |
(3) | Convertible at any time. |
(4) | No expiration date. |
(5) | Each share of Preferred Stock will automatically convert into one share of Common Stock upon the closing of the issuer's initial public offering. |
(6) | The Reporting Person is a general partner of NEA General Partners, L.P., the sole general partner of NEA Presidents' Fund, L.P. ("NEA Presidents' Fund"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA Presidents' Fund in which the Reporting Person has no pecuniary interest therein. |