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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 Convertible Preferred Stock | (3) | 10/15/2014 | C | 9,456,407 | (3) | (3) | Common Stock | 3,152,135 | (3) | 0 | I | See footnote (4) | |||
Series B Convertible Preferred Stock | (3) | 10/15/2014 | C | 5,148,679 | (3) | (3) | Common Stock | 1,716,225 | (3) | 0 | I | See footnote (4) | |||
Series C Convertible Preferred Stock | (3) | 10/15/2014 | C | 4,855,307 | (3) | (3) | Common Stock | 1,618,435 | (3) | 0 | I | See footnote (4) | |||
Series D Convertible Preferred Stock | (3) | 10/15/2014 | C | 710,186 | (3) | (3) | Common Stock | 236,728 | (3) | 0 | I | See footnote (4) | |||
Series E Convertible Preferred Stock | (3) | 10/15/2014 | C | 346,459 | (3) | (3) | Common Stock | 115,486 | (3) | 0 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BOHN LAWRENCE S C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA 02138 |
X | X |
/s/ John Kelleher, attorney-in-fact | 10/15/2014 | |
**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) | The shares are held by GC Entrepreneurs Fund V, L.P. ("GC EF V") and General Catalyst Group V, L.P. ("GC Group V"). General Catalyst GP V, LLC ("GC V LLC") is the general partner of General Catalyst Partners V, L.P. ("GC V LP"), which is the general partner of GC EF V and GC Group V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares held by entities of which it is a general partner and this report shall not be deemed an admission that such general partner is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in such shares. Mr. Bohn is a Managing Director of GC V LLC and may be deemed to share voting and dispositive power of the shares held by the funds. |
(2) | (Continued From footnote 1) Mr. Bohn disclaims beneficial ownership of such shares and this report shall not be deemed an admission that Mr. Bohn is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares. |
(3) | Each share of Series A, B, C, D and E Convertible Preferred Stock automatically converted into 0.333 of a share of Common Stock upon the the closing of the Issuer's initial public offering and had no expiration date. |
(4) | The shares were held by GC EF V and GC Group V. GC V LLC is the general partner of GC V LP, which is the general partner of GC EF V and GC Group V. Each of GC V LLC and GC V LP disclaims beneficial ownership of the shares held by entities of which it is a general partner and this report shall not be deemed an admission that such general partner is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in such shares. Mr. Bohn is a Managing Director of GC V LLC and may be deemed to share voting and dispositive power of the shares held by the funds. Mr. Bohn disclaims beneficial ownership of such shares and this report shall not be deemed an admission that Mr. Bohn is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares. |