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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 | ||||||||
Director Stock Option (right to buy) | $ 18 | 06/28/2012 | A | 0 (3) (4) | (1) | 06/27/2022 | Common Stock | 0 (3) (4) | $ 0 | 100,000 | I | See footnote (3) (4) | |||
Director Stock Option (right to buy) | $ 18 | 06/28/2012 | A | 0 (5) (6) | (2) | 06/27/2022 | Common Stock | 0 (5) (6) | $ 0 | 100,000 | I | See footnote (5) (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JMI Associates V LLC 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE, MD 21202 |
X | X | ||
JMI Equity Fund V L P 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE, MD 21202 |
X | X | ||
JMI EQUITY FUND V AI L P 100 INTERNATIONAL DRIVE SUITE 19100 BALTIMORE, MD 21202 |
X | X |
JMI Equity Fund V, L.P. /s/ Paul V. Barber, Attorney-in-Fact | 07/02/2012 | |
**Signature of Reporting Person | Date | |
JMI Equity Fund V (AI), L.P. /s/ Paul V. Barber, Attorney-in-Fact | 07/02/2012 | |
**Signature of Reporting Person | Date | |
JMI Associates V, L.L.C. /s/ Paul V. Barber, Attorney-in-Fact | 07/02/2012 | |
**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) | Represents a stock option granted to Charles E. Noell III (the "Noell Option") which vests as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012. |
(2) | Represents a stock option granted to Paul V. Barber (the "Barber Option") which vests as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012. |
(3) | Certain of the proceeds from the future sale of the shares of common stock issuable upon exercise of the Noell Option (the "Noell Option Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Noell to assign any compensation received for service as a director on the board of directors of the Issuer (the "Board of Directors"), to offset the management fees of the Equity V Funds. (Continued in footnote 4) |
(4) | (Continued from footnote 3) Mr. Noell is a managing member of JMI Associates V, L.L.C. and serves as the representative of JMI Associates V, L.L.C. and the Equity V Funds on the Board of Directors. JMI Associates V, L.L.C. disclaims Section 16 beneficial ownership of the Noell Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Noell Option Shares, except to the extent of its pecuniary interest in the Noell Option Shares. Each of the Equity V Funds disclaim Section 16 beneficial ownership of the Noell Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Noell Option Shares, except to the extent of its pecuniary interest, if any, in the Noell Option Shares. |
(5) | The proceeds from the future sale of the shares of common stock issuable upon exercise of the Barber Option (the "Barber Option Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on Board of Directors, to offset the management fees of the Equity V Funds. Mr. Barber is a managing member of JMI Associates V, L.L.C. and serves as the representative of JMI Associates V, L.L.C. and the Equity V Funds on the Board of Directors. (Continued in footnote 6) |
(6) | (Continued from footnote 5) JMI Associates V, L.L.C. disclaims Section 16 beneficial ownership of the Barber Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Barber Option Shares, except to the extent of its pecuniary interest in the Barber Option Shares. Each of the Equity V Funds disclaim Section 16 beneficial ownership of the Barber Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Barber Option Shares, except to the extent of its pecuniary interest, if any, in the Barber Option Shares. |