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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-1 Preferred Stock | (1) | 11/21/2011 | C | 507,119 | (1) | (1) | Common Stock | 174,868 | (1) | 0 | I | By Aberdare Ventures IV, L.P. (3) | |||
Series A-1 Preferred Stock | (1) | 11/21/2011 | C | 10,122 | (1) | (1) | Common Stock | 3,490 | (1) | 0 | I | By Aberdare Partners IV, L.P. (3) | |||
Series A-2 Preferred Stock | (1) | 11/21/2011 | C | 507,119 | (1) | (1) | Common Stock | 174,868 | (1) | 0 | I | By Aberdare Ventures IV, L.P. (3) | |||
Series A-2 Preferred Stock | (1) | 11/21/2011 | C | 10,122 | (1) | (1) | Common Stock | 3,490 | (1) | 0 | I | By Aberdare Partners IV, L.P. (3) | |||
Series B Preferred Stock | (1) | 11/21/2011 | C | 1,097,661 | (1) | (1) | Common Stock | 378,503 | (1) | 0 | I | By Aberdare Ventures IV, L.P. (3) | |||
Series B Preferred Stock | (1) | 11/21/2011 | C | 21,909 | (1) | (1) | Common Stock | 7,554 | (1) | 0 | I | By Aberdare Partners IV, L.P. (3) | |||
5% Convertible Note due 2012 | (2) | 11/21/2011 | C | $ 2,059,707 | (2) | 05/25/2012 | Common Stock | 158,439 | (2) | 0 | I | By Aberdare Ventures IV, L.P. (3) | |||
5% Convertible Note due 2012 | (2) | 11/21/2011 | C | $ 41,106 | (2) | 05/25/2012 | Common Stock | 3,162 | (2) | 0 | I | By Aberdare Partners IV, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLINGENSTEIN PAUL H ONE EMBARCADERO CENTER, SUITE 4000 SAN FRANCISCO, CA 94111 |
X |
/s/ Paul H. Klingenstein | 03/22/2012 | |
**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) | Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into the Issuer's Common Stock on a 2.9 for 1 basis immediately prior to the closing of the Issuer's initial public offering on November 21, 2011. The shares have no expiration date. |
(2) | The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share. |
(3) | The Reporting Person is a Managing Director of Aberdare GP IV, L.L.C. ("Aberdare GP IV") which serves as the sole General Partner of Aberdare Ventures IV, L.P. ("Aberdare Ventures IV") and Aberdare Partners IV, L.P. ("Aberdare Partners IV"). As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures IV and Aberdare Partners IV, and may be deemed to own beneficially the securities held by Aberdare Ventures IV and Aberdare Partners IV. Aberdare GP IV however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures IV and Aberdare Partners IV except to the extent of his proportionate pecuniary interest therein. |