Edgar Filing: 48th Parallel LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Partech U.S. Partners IV, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [FIVN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

50 CALIFORNIA ST., STE 3200

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2014

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2014		X		19,510	A	$ 0	3,512,801	D
Common Stock	04/03/2014		S		1,818	D	$ 7	3,510,983	D
Common Stock	04/03/2014		X		3,207	A	$ 0	678,428	I	By Partech International Growth Capital I L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		300	D	$ 7	678,128	I	By Partech International Growth Capital I L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		X		5,284	A	$ 0	1,117,617	I	By Partech International Growth Capital II L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		493	D	$ 7	1,117,124	I	By Partech International Growth Capital II L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		X		3,207	A	$ 0	678,430	I	By Partech International Growth Capital III L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		300	D	$ 7	678,130	I	By Partech International Growth Capital III L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		X		1,305	A	$ 0	276,225	I	By AXA Growth Capital II L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		122	D	$ 7	276,103	I	By AXA Growth Capital II L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		X		135	A	$ 0	24,594	I	By 45th Parallel L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		14	D	$ 7	24,580	I	By 45th Parallel L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		X		135	A	$ 0	24,594	I	By Par SF II, L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	04/03/2014		S		14	D	$ 7	24,580	I	By Par SF II, L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant (right to buy common stock)

$ 0.652

04/03/2014

7,804

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

7,804

$ 0

Warrant (right to buy common stock)

$ 0.652

04/03/2014

1,283

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

1,283

$ 0

By Partech International Growth Capital I L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

2,114

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

2,114

$ 0

By Partech International Growth Capital II L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

1,283

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

1,283

$ 0

By Partech International Growth Capital III L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

522

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

522

$ 0

By AXA Growth Capital II L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

$ 0

By 45th Parallel L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

02/28/2008

04/09/2014⁽⁴⁾

Common Stock

$ 0

By Par SF II, L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

11,706

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

11,706

$ 0

Warrant (right to buy common stock)

$ 0.652

04/03/2014

1,924

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

1,924

$ 0

By Partech International Growth Capital I L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

3,170

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

3,170

$ 0

By Partech International Growth Capital II L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

1,924

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

1,924

$ 0

By Partech International Growth Capital III L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

783

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

783

$ 0

By AXA Growth Capital II L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

$ 0

By 45th Parallel L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Warrant (right to buy common stock)

$ 0.652

04/03/2014

07/15/2008

04/09/2014⁽⁵⁾

Common Stock

$ 0

By Par SF II, L.L.C. ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Partech U.S. Partners IV, L.L.C. 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
Partech International Growth Capital I LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
Partech International Growth Capital II LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
Partech International Growth Capital III LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
AXA Growth Capital II LP 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
45th Parallel LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
PAR SF II, L.L.C. 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
46th Parallel LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
47th Parallel LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X
48th Parallel LLC 50 CALIFORNIA ST., STE 3200 SAN FRANCISCO, CA 94111		X

Signatures

/s/ Vincent R. Worms, managing member of 47th Parallel, L.L.C., the managing member of the Reporting Person		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 45th Parallel, L.L.C., the managing member of 46th Parallel, L.L.C., the managing member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 45th Parallel, L.L.C., the managing member of 46th Parallel, L.L.C., the managing member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 45th Parallel, L.L.C., the managing member of 46th Parallel, L.L.C., the managing member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 48th Parallel, L.L.C., the Investment General Partner of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, sole member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 45th Parallel, L.L.C., the managing memebr of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of 47th Parallel, L.L.C., the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date
/s/ Vincent R. Worms, managing member of the Reporting Owner		04/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Vincent R. Worms is (A) the sole member of Par SF II L.L.C. ("Par SF"), (B) the managing member of 47th Parallel, L.L.C. ("47th Parallel"), which is the managing member of Partech U.S. Partners IV, L.L.C. ("Partech US"), (C) the managing member of 45th Parallel L.L.C. ("45th Parallel"), which is the managing member of 46th Parallel L.L.C. ("46th Parallel"), which is the managing member of Partech International Growth Capital I L.L.C. ("Partech I"), Partech International Growth Capital II L.L.C.("Partech II") and Partech International Growth Capital III L.L.C. ("Partech III")
(2)	(Continued from footnote1) and (D) the managing member of 48th Parallel L.L.C. ("48th Parallel"), which is the investment general partner of AXA Growth Capital II L.P. ("AXA").
(3)	Vincent R. Worms may be deemed to have voting control and investment power over the securities held by Par SF, Partech US, 45th Parallel, Partech I, Partech II, Partech III and AXA, but disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	The warrants are exercisable, in whole or in part, until the earliest to occur of (i) the seven (7)-year anniversary of February 28, 2008; or (ii) the issuance and sale of shares of the Company's common stock in the Company's first underwritten public offering pursuant to an effective registration statement.
(5)	The warrants are exercisable, in whole or in part, until the earliest to occur of (i) the seven (7)-year anniversary of July 15, 2008; or (ii) the issuance and sale of shares of the Company's common stock in the Company's first underwritten public offering pursuant to an effective registration statement.
Remarks: Form 1 of 2.

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