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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 | $ 0 | 05/04/2011 | C | 3,215,862 | (2) | (2) | Common Stock | 3,215,862 | $ 0 | 0 | D (1) | ||||
Series A-1 Preferred Stock | $ 0 | 05/04/2011 | C | 3,232,807 | (2) | (2) | Common Stock | 3,232,807 | $ 0 | 0 | D (1) | ||||
Series B Preferred Stock | $ 0 | 05/04/2011 | C | 1,467,915 | (2) | (2) | Common Stock | 1,467,915 | $ 0 | 0 | D (1) | ||||
Series C Preferred Stock | $ 0 | 05/04/2011 | C | 101,891 | (2) | (2) | Common Stock | 101,891 | $ 0 | 0 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLEINER PERKINS CAUFIELD & BYERS XIII, LLC C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK 94025 |
X | |||
KPCB XIII Associates, LLC C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X |
/s/ Martin Roberts as Attorney-In-Fact for Kleiner Perkins Caufield & Byers XIII, LLC | 05/05/2011 | |
**Signature of Reporting Person | Date | |
/s/ Martin Roberts as Attorney-In-Fact for KPCB XIII Associates, LLC | 05/05/2011 | |
**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 directly held by Kleiner Perkins Caufield & Byers XIII, LLC. The managing member of Kleiner Perkins Caufield & Byers XIII, LLC is KPCB XIII Associates, LLC. The voting and dispositive control over these shares is shared by individual managing directors of KPCB XIII Associates, LLC, none of whom has veto power. Excludes 579,504 shares in the aggregate beneficially owned by individuals and entities affiliated with Kleiner Perkins Caufield & Byers XIII, LLC and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercise their own voting and dispositive control over such shares. |
(2) | Upon the Issuer's sale of its Common Stock in its initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into one share of Common Stock. The Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock had no expiration date. |