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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SC XI MANAGEMENT LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL ENTERPRENEURS ANNEX FUND 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE FUND LP 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE PARTNERS LP 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL IX 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL XI 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL XI PRINCIPALS FUND 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SEQUOIA TECHNOLOGY PARTNERS XI 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SCFF MANAGEMENT LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SC IX.I MANAGEMENT, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital Entrepreneurs Annex Fund, L.P. | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Fund L.P. | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Partners L.P. | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital IX, LP | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP | 09/22/2017 | |
**Signature of Reporting Person | Date | |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP | 09/22/2017 | |
**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) | Shares held of record by Sequoia Capital Entrepreneurs Annex Fund, L.P. ("SC EAF"). SC IX.I Management, LLC ("SC IX.I LLC") is the general partner of SC EAF. As a result, SC IX.I LLC may be deemed to share voting and dispositive power with respect to the shares held by SC EAF. Each of these entities disclaims beneficial ownership of the securities held by SC EAF except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(2) | Shares held of record by Sequoia Capital Franchise Fund L.P. ("SCFF"). SCFF Management, LLC ("SCFF LLC") is the general partner of SCFF and Douglas Leone and Michael Moritz are the managing members of SCFF LLC. As a result, each of Messrs. Leone and Moritz and SCFF LLC may be deemed to share voting and dispositive power with respect to the shares held by SCFF. Each of such Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | Shares held of record by Sequoia Capital Franchise Partners L.P. ("SCFP"). SCFF LLC is the general partner of SCFP and Douglas Leone and Michael Moritz are the managing members of SCFF LLC. As a result, each of Messrs. Leone and Moritz and SCFF LLC may be deemed to share voting and dispositive power with respect to the shares held by SCFP. Each of such Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | Shares held of record by Sequoia Capital IX, LP ("SC IX"). SC IX.I LLC is the general partner of SC IX. As a result, SC IX.I LLC may be deemed to share voting and dispositive power with respect to the shares held by SC IX. Each of these entities disclaims beneficial ownership of the securities held by SC IX except to the extent of its pecuniary interest, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | Shares held of record by Sequoia Capital XI, LP ("SC XI"). SC XI Management, LLC ("SC XI LLC") is the general partner of SC XI and Douglas Leone and Michael Moritz are the managing members of SC XI LLC. As a result, each of Messrs. Leone and Moritz and SC XI LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of such Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(6) | Shares held of record by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). SC XI LLC is the managing member of SC XI PF and Douglas Leone and Michael Moritz are the managing members of SC XI LLC. As a result, each of Messrs. Leone and Moritz and SC XI LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of such Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(7) | Shares held of record by Sequoia Technology Partners XI, LP ("SCTP XI"). SC XI LLC is the general partner of SCTP XI and Douglas Leone and Michael Moritz are the managing members of SC XI LLC. As a result, each of Messrs. Leone and Moritz and SC XI LLC may be deemed to share voting and dispositive power with respect to the shares held by SCTP XI. Each of such Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.08 to $2.10, inclusive. The Reporting Persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8). |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9). |
Remarks: Form 1 of 2 Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney |