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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 Preferred Stock | (1) | 07/30/2013 | C(1) | 10,483,166 | (1) | (1) | Common Stock | 1,270,687 | (1) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Series B Preferred Stock | (1) | 07/30/2013 | C(1) | 5,846,236 | (1) | (1) | Common Stock | 708,634 | (1) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Series A Preferred Stock | $ 0.01 | 07/30/2013 | C(3) | 363,308 | (5) | (5) | Series A Preferred | 363,308 | (3) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Series A Preferred Stock | $ 0.01 | 07/30/2013 | C(3) | 242,205 | (6) | (6) | Series A Preferred | 242,205 | (3) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 0.0825 | 07/30/2013 | C(3) | 73,395 | 07/30/2013 | 07/30/2013 | Common Stock | 73,395 | (3) | 73,395 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 0.0825 | 07/30/2013 | X(3) | 73,395 | 07/30/2013 | 07/30/2013 | Common Stock | 73,395 | (3) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 0.9 | 07/30/2013 | C(7) | 42,336 | 05/30/2018 | 05/30/2018 | Series B Preferred Stock | 42,336 | (7) | 0 | I | By Aberdare Ventures III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 7.43 | 07/30/2013 | C(7) | 5,131 | (8) | 05/30/2018 | Common Stock | 5,131 | (7) | 5,131 | I | By Aberdare Ventures III, L.P. (2) | |||
Series A Preferred Stock | (1) | 07/30/2013 | C(1) | 246,775 | (1) | (1) | Common Stock | 29,912 | (1) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Series B Preferred Stock | (1) | 07/30/2013 | C(1) | 137,626 | (1) | (1) | Common Stock | 16,682 | (1) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Series A Preferred Stock | $ 0.01 | 07/30/2013 | C(3) | 8,552 | (5) | (5) | Series A Preferred | 8,552 | (3) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Series A Preferred Stock | $ 0.01 | 07/30/2013 | C(3) | 5,701 | (6) | (6) | Series A Preferred | 5,701 | (3) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 0.0825 | 07/30/2013 | C(3) | 1,727 | 07/30/2013 | 07/30/2013 | Common Stock | 1,727 | (3) | 1,727 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 0.0825 | 07/30/2013 | X(3) | 1,727 | 07/30/2013 | 07/30/2013 | Common Stock | 1,727 | (3) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Series B Preferred Stock | $ 0.9 | 07/30/2013 | C(7) | 997 | 05/30/2018 | 05/30/2018 | Series B Preferred Stock | 997 | (7) | 0 | I | By Aberdare Partners III, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 7.43 | 07/30/2013 | C(7) | 120 | (8) | 05/30/2018 | Common Stock | 120 | (7) | 120 | I | By Aberdare Partners III, L.P. (2) | |||
Stock Option (right to buy) | $ 11 | 07/30/2013 | A | 30,000 | (9) | 07/29/2023 | Common Stock | 30,000 | $ 0 | 30,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLINGENSTEIN PAUL H ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO, CA 94111 |
X | X |
/s/ Paul H. Klingenstein | 08/01/2013 | |
**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 Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering ("IPO") at a conversion rate of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. The shares of Preferred Stock had no expiration date. |
(2) | The Reporting Person is a Managing Director of Aberdare GP III, L.L.C. ("Aberdare GP III") which serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to own beneficially the securities held by Aberdare Ventures III and Aberdare Partners III. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of his proportionate pecuniary interest therein. |
(3) | Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration, and were then net exercised based on the IPO price of $11.00 per share. |
(4) | The Common Stock was acquired upon conversion of a convertible promissory note exempt from the definition of derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. |
(5) | The warrant was immediately exercisable and was originally scheduled to expire on March 5, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. |
(6) | The warrant was immediately exercisable and was originally scheduled to expire on October 15, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. |
(7) | Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase Series B Preferred Stock were converted into warrants to purchase Common Stock with an exercise price of $7.43 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. |
(8) | The warrant is immediately exercisable. |
(9) | The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the date of grant, July 30, 2013, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the date of grant. |