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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 D Convertible Preferred Stock | (1) | 03/27/2012 | C | 3,357,562 (2) | (1) | (1) | Common Stock | 6,715,124 (2) | $ 0 | 0 | I | See footnote (3) | |||
Series E Convertible Preferred Stock | (4) | 03/27/2012 | C | 1,084,990 (2) | (4) | (4) | Common Stock | 2,169,980 (2) | $ 0 | 0 | I | See footnote (5) | |||
Series G Convertible Preferred Stock | (6) | 03/27/2012 | C | 451,554 (2) | (6) | (6) | Common Stock | 903,108 (2) | $ 0 | 0 | I | See footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Battery Ventures VIII lp 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
BATTERY VENTURES VIII SIDE FUND LP 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
Battery Management, LLC 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
Battery Partners VIII, LLC 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
CROTTY THOMAS J 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
Agrawal Neeraj 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
DHALIWAL SUNIL 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
FRISBIE RICHARD D 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
LAWLER KENNETH P 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
Lee Roger H 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X |
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures VIII, L.P. | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures VIII Side Fund, L.P. | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christoper Schiavo, acting as attorney-in-fact on behalf of Battery Management, LLC | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Batter Partners VIII, LLC | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Thomas J. Crotty | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Neeraj Agrawal | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Sunil Dhaliwal | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Richard D. Frisbie | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Kenneth P. Lawler | 03/29/2012 | |
**Signature of Reporting Person | Date | |
/s/ Christopher Schiavo, acting as attorney-in-fact for Roger H. Lee | 03/29/2012 | |
**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 Series D Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(2) | The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | The shares reported in column 7 include 3,357,562 owned of record by Battery Ventures VIII Side Fund, L.P. and 3,357,562 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. |
(4) | The Series E Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(5) | The shares reported in column 7 include 1,084,990 owned of record by Battery Ventures VIII Side Fund, L.P. and 1,084,990 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. |
(6) | The Series G Convertible Preferred Stock automatically converted into Common Stock on a 2-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(7) | The shares reported in column 7 include 451,554 owned of record by Battery Ventures VIII Side Fund, L.P. and 451,554 owned of record by Battery Ventures VIII, L.P. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. |
(8) | The shares reported in column 7 include 3,357,562 owned of record by Battery Ventures VIII Side Fund, L.P., 3,357,562 owned of record by Battery Ventures VIII, L.P., and 20,000 owned of record by Battery Management Company, LLC. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. Thomas J. Crotty has sole voting and dispositive power over the shares held by Battery Management Company, LLC. |
(9) | The shares reported in column 7 include 4,442,552 owned of record by Battery Ventures VIII Side Fund, L.P., 4,442,552 owned of record by Battery Ventures VIII, L.P., and 20,000 owned of record by Battery Management Company, LLC. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. Thomas J. Crotty has sole voting and dispositive power over the shares held by Battery Management Company, LLC. |
(10) | The shares reported in column 7 include 4,894,106 owned of record by Battery Ventures VIII Side Fund, L.P., 4,894,106 owned of record by Battery Ventures VIII, L.P., and 20,000 owned of record by Battery Management Company, LLC. Battery Partners VIII, LLC is the sole general partner of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, LLC is the sole general partner of Battery Ventures VIII Side Fund, L.P. Michael Brown, Neeraj Agrawal, Thomas J. Crotty, Sunil Dhaliwal, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of Battery Partners VIII, LLC and Battery Ventures VIII Side Fund, LLC and may be deemed to have shared voting and dispositive power over the shares held by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. Thomas J. Crotty has sole voting and dispositive power over the shares held by Battery Management Company, LLC. |
Remarks: The reporting persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities. Due to the limit of joint filers that can be included on one form, Battery Ventures VIII, L.P., Battery Ventures VIII Side Fund, L.P., Battery Management Company, LLC, Battery Partners VIII, LLC, Battery Ventures VIII Side Fund, LLC, Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Sunil Dhawali, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors and Scott R. Tobin have filed two separate forms simultaneously, which relate to the same securities of the Issuer held by such reporting persons. |