UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 3,653,501 | $ 0 (1) | I | Directly owned by USVP VIII (3) |
Series A Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 35,265 | $ 0 (1) | I | Directly owned by AFF VIII (3) |
Series A Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 33,767 | $ 0 (1) | I | Directly owned by EP VIII-A (3) |
Series A Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 17,117 | $ 0 (1) | I | Directly owned by EP VIII-B (3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 1,656,451 | $ 0 (1) | I | Directly owned by USVP VIII (3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 15,988 | $ 0 (1) | I | Directly owned by AFF VIII (3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 15,309 | $ 0 (1) | I | Directly owned by EP VIII-A (3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock (1) (2) | 7,760 | $ 0 (1) | I | Directly owned by EP VIII-B (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PRESIDIO MANAGEMENT GROUP VIII L L C 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
ROOT JONATHAN D 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
Rust Christopher J 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
Tansey Casey M 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
YOUNG PHILIP M 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
X |
Michael P. Maher - Attorney in Fact for each reporting person | 03/23/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Series A Preferred Stock is convertible at any time at the election of the Reporting Persons and will automatically convert into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering. There is no expiration date. |
(2) | Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. On the seventh anniversary of the Registrant's initial public offering, the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock |
(3) | See additional Form 3 filed by Presidio Management Group VIII, LLC ("PMG VIII") for additional members of this joint filing. PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Timothy Connors, Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Jonathan D. Root, Christopher Rust, Casey M. Tansey and Philip M. Young, the managing members of PMG VIII, may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein. |