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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 | ||||||||
Contract (Obligation to buy) | $ 7.74 | 01/15/2008 | X(2) | 2,583,979 | 12/23/2007 | 01/30/2008 | Common Stock | 2,583,979 | $ 7.74 | 0 | I | By CT-100 Holdings, LLC (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPARK MANAGEMENT PARTNERS, LLC 137 NEWBURY STREET, 8TH FLOOR BOSTON, MA 02116 |
See Remarks |
SPARK MANAGEMENT PARTNERS, L.L.C., /s/ Santo Politi, by Santo Politi, Managing Member | 01/17/2008 | |
**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 Reporting Person is the general partner of Spark Capital, L.P., a venture capital fund (the "Spark Fund"). The Spark Fund is the managing member of CT-100 Holdings, LLC, a Delaware limited liability company ("CT-100"), which holds the shares beneficially owned by the Reporting Person. Todd Dagres, Santo Politi, Dennis Miller, Paul Conway and Bijan Sabet (the "Spark Principals") are the managing members of the Reporting Person and may be deemed to share dispositive and voting over these shares. The Reporting Person, the Spark Fund, the Spark Principals and CT-100 disclaim beneficial ownership of any and all such securities in excess of their actual pecuniary interest. |
(2) | CT-100 exercised its contractual obligation to purchase $20,000,000 (or 2,583,979 shares) of common stock of the Issuer from JANA Partners LLC by the Expiration Date. The exercise of this derivative is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
Remarks: Member of 13(d) group owning more than 10% |