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, 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. | 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 B Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,314,000 | $ (1) | I | By Funds (2) |
Series C Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 471,835 | $ (3) | I | By Funds (4) |
Series D Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 192,790 | $ (5) | I | By Funds (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VENROCK ASSOCIATES III LP C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
 |  X |  |  |
VENROCK ASSOCIATES C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
 |  X |  |  |
VENROCK ENTREPRENEURS FUND III LP C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
 |  X |  |  |
VENROCK MANAGEMENT III LLC C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
 |  X |  |  |
VEF MANAGEMENT III LLC C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
 |  X |  |  |
/s/ David L. Stepp, authorized signatory | 11/08/2011 | |
**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) | The Series B Convertible Preferred Stock ("Series B Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date. |
(2) | Consists of (i) 1,051,200 shares of Series B Preferred held by Venrock Associates III, L.P. ("VA III"), (ii) 236,520 shares of Series B Preferred held by Venrock Associates ("VA"), and (iii) 26,280 shares of Series B Preferred held by Venrock Entrepreneurs Fund III, L.P. ("VEF III"). Venrock Management III, LLC ("VM III") is the general partner of VA III. VEF Management III, LLC ("VEFM") is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. |
(3) | The Series C Convertible Preferred Stock ("Series C Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date. |
(4) | Consists of (i) 377,469 shares of Series C Preferred held by VA III, (ii) 84,930 shares of Series C Preferred held by VA, and (iii) 9,436 shares of Series C Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. |
(5) | The Series D Convertible Preferred Stock ("Series D Preferred") is convertible into Common Stock on a one-for-one basis at any time at the holder's election and has no expiration date. |
(6) | Consists of (i) 154,233 shares of Series D Preferred held by VA III, (ii) 34,702 shares of Series D Preferred held by VA, and (iii) 3,855 shares of Series D Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein. |