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 A Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,558,800 (6) | $ (2) | D | Â |
Series B Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 907,091 (6) | $ (2) | D | Â |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 213,884 (6) | $ (2) | D | Â |
Series D Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 289,298 (6) | $ (2) | D | Â |
Series A Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 306,200 | $ (2) | I | See footnote (7) |
Series B Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 178,183 | $ (2) | I | See footnote (7) |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 42,014 | $ (2) | I | See footnote (7) |
Series D Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 56,827 | $ (2) | I | See footnote (7) |
Series A Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 135,000 | $ (2) | I | See footnote (8) |
Series B Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 78,559 | $ (2) | I | See footnote (8) |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 18,523 | $ (2) | I | See footnote (8) |
Series D Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 25,054 | $ (2) | I | See footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ACCEL VIII LP ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
ACCEL INTERNET FUND IV LP ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
ACCEL INVESTORS 2002 LLC ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
BREYER JAMES C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
ACCEL VIII ASSOCIATES LLC C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
PATTERSON ARTHUR C C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
 |  X |  |  |
SWARTZ JAMES R C/O ACCEL PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA 94301 |
 |  X |  |  |
/s/ Tracy L. Sedlock, attorney in fact to Reporting Person | 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 A Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(2) | Not applicable. |
(3) | The Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(4) | The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(5) | The Series D Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. |
(6) | The securities are held by Accel VIII L.P. Accel VIII Associates L.L.C. ("A8A") is the General Partner of Accel VIII L.P. and has the sole voting and investment power with respect to the shares. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, a director of the Issuer, and James R. Swartz are the Managing Members of and share voting and investment powers in such entities. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of its pecuniary interest therein. |
(7) | The securities are held by Accel Internet Fund IV L.P. A8A is the General Partner of Accel Internet Fund IV L.P. and has the sole voting and investment power with respect to those entities. James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, a director of the Issuer, and James R. Swartz are the Managing Members of and share voting and investment powers in such entities. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of its pecuniary interest therein. |
(8) | The securities are held by Accel Investors 2002 L.L.C. ("AI2002"). James W. Breyer, Arthur C. Patterson, Theresia Gouw Ranzetta, a director of the Issuer, and James R. Swartz are the Managing Members of and share voting and investment powers in such entities. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of its pecuniary interest therein. |