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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 | (1) | 08/07/2013 | C | 7,212 | (1) | (1) | Common Stock | 7,212 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series A Convertible Preferred Stock | (1) | 08/07/2013 | C | 858,172 | (1) | (1) | Common Stock | 858,172 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) | |||
Series B Convertible Preferred Stock | (1) | 08/07/2013 | C | 9,838 | (1) | (1) | Common Stock | 9,838 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series B Convertible Preferred Stock | (1) | 08/07/2013 | C | 1,172,865 | (1) | (1) | Common Stock | 1,172,865 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) | |||
Series C Convertible Preferred Stock | (1) | 08/07/2013 | C | 2,959 | (1) | (1) | Common Stock | 2,959 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series C Convertible Preferred Stock | (1) | 08/07/2013 | C | 366,996 | (1) | (1) | Common Stock | 366,996 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) | |||
Series D Convertible Preferred Stock | (1) | 08/07/2013 | C | 2,450 | (1) | (1) | Common Stock | 2,450 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series D Convertible Preferred Stock | (1) | 08/07/2013 | C | 303,921 | (1) | (1) | Common Stock | 303,921 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) | |||
Series E Convertible Preferred Stock | (1) | 08/07/2013 | C | 702 | (1) | (1) | Common Stock | 702 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series E Convertible Preferred Stock | (1) | 08/07/2013 | C | 87,109 | (1) | (1) | Common Stock | 87,109 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) | |||
Series G Convertible Preferred Stock | (1) | 08/07/2013 | C | 870 | (1) | (1) | Common Stock | 870 | $ 0 | 0 | I | By Thomas Weisel Venture Partners Employee Fund, L.P. (2) (3) | |||
Series G Convertible Preferred Stock | (1) | 08/07/2013 | C | 107,136 | (1) | (1) | Common Stock | 107,136 | $ 0 | 0 | I | By Thomas Weisel Venture Partners, L.P. (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Thomas Weisel Capital Management LLC ONE MONTGOMERY STREET, 37TH FLOOR SAN FRANCISCO, CA 94104 |
X | |||
Thomas Weisel Venture Partners Employee Fund, L.P. ONE MONTGOMERY STREET, FLOOR 37 SAN FRANCISCO, CA 94104 |
X | |||
Thomas Weisel Venture Partners LLC ONE MONTGOMERY STREET, 37TH FLOOR SAN FRANCISCO, CA 94104 |
X | |||
Thomas Weisel Venture Partners, L.P. THOMAS WEISEL VENTURE PARTNERS ONE MONTGOMERY STREET, FLOOR 37 SAN FRANCISCO, CA 94104 |
X |
Thomas Weisel Capital Management LLC, /s/ Michael Chien, Associate General Counsel | 08/07/2013 | |
**Signature of Reporting Person | Date | |
Thomas Weisel Venture Partners Employee Fund, L.P., /s/ Michael Chien, Associate General Counsel of Thomas Weisel Capital Management LLC, General Partner of Thomas Weisel Venture Partners Employee Fund, L.P. | 08/07/2013 | |
**Signature of Reporting Person | Date | |
Thomas Weisel Venture Partners LLC, /s/ Michael Chien, Associate General Counsel | 08/07/2013 | |
**Signature of Reporting Person | Date | |
Thomas Weisel Venture Partners, L.P., /s/ Michael Chien, Associate General Counsel of Thomas Weisel Venture Partners LLC, General Partner of Thomas Weisel Venture Partners, L.P. | 08/07/2013 | |
**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 Issuer's Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date. |
(2) | These shares are owned directly by Thomas Weisel Venture Partners Employee Fund, L.P. ("TWVP Employee Fund"), of which Thomas Weisel Capital Management LLC ("TWCM") is the sole general partner and exercises voting and investment power over these shares. Rob Born is the fund manager for TWVP Employee Fund. TWVP Employee Fund, TWCM and the fund manager of TWVP Employee Fund disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein, and this report shall not be deemed an admission that TWVP Employee Fund, TWCM or the fund manager of TWVP Employee Fund are the beneficial owners of such securities for Section 16 or any other purpose. Rob Born is a director of Issuer. |
(3) | TWVP Employee Fund and TWVP (as defined below) may be deemed to be members of a Section 13(d) "group." TWVP LLC (as defined below) and TWVP (as defined below) disclose the existence of such group and disclaim beneficial ownership of any shares held by TWVP Employee Fund. |
(4) | These shares are owned directly by Thomas Weisel Venture Partners, L.P. ("TWVP"), of which Thomas Weisel Venture Partners LLC ("TWVP LLC") is the sole general partner and exercises voting and investment power over these shares. Rob Born is the fund manager for TWVP. TWVP, TWVP LLC and the fund manager of TWVP disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein, and this report shall not be deemed an admission that TWVP, TWVP LLC or the fund manager of TWVP are the beneficial owners of such securities for Section 16 or any other purpose. Rob Born is a director of Issuer. TWVP and TWVP Employee Fund may be deemed to be members of a Section 13(d) "group." TWCM and TWVP Employee Fund disclose the existence of such group and disclaim beneficial ownership of any shares held by TWVP. |