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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NEW ENTERPRISE ASSOCIATES VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
X | |||
NEA PARTNERS VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
X |
/s/ Louis S. Citron, attorney-in-fact | 09/01/2010 | |
**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) | New Enterprise Associates VII, Limited Partnership ("NEA VII") made a pro rata distribution for no consideration of an aggregate of 1,266,044 shares of common stock of the Issuer to its limited partners on August 30, 2010. As a result of such distribution, NEA VII now no longer owns 10% or more of the outstanding common stock of the Issuer and, accordingly, is no longer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), with respect to ownership of common stock of the Issuer which, in turn means that the Indirect Reporting Persons (as defined below), with the exception of C. Richard Kramlich, who remains a reporting person solely by virtue of his status as a director of the Issuer, are also no longer subject to such provisions of the 1934 Act. |
(2) | The shares are directly held by NEA VII and indirectly held by NEA Partners VII, Limited Partnership ("NEA Partners VII"), the sole general partner of NEA VII, and the individual general partners of NEA Partners VII (NEA Partners VII and the individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners VII are Peter J. Barris, C. Richard Kramlich, John M. Nehra, Charles W. Newhall, III and Mark W. Perry. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, or otherwise of such portion of the securities of the Issuer held by NEA VII in which such Indirect Reporting Person has no pecuniary interest. |