|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (4) | 11/10/2017 | J(1) | 5,455.95 | (4) | (4) | Common Stock | 3,826,051 | (1) | 0 | I | TCV VI, L.P. (2) (3) | |||
Series B Preferred Stock | (4) | 11/10/2017 | J(1) | 44.05 | (4) | (4) | Common Stock | 30,891 | (1) | 0 | I | TCV Member Fund, L.P. (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
Technology Crossover Management VI, L.L.C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
TCV VI L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | |||
TCV VI Management, L.L.C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X |
Jay C. Hoag, By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
Richard H. Kimball, By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
John L. Drew, By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
John Q. Reynolds, Jr., By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
Robert W. Trudeau, By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
Technology Crossover Management VI, L.L.C., By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
TCV VI, L.P., By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
TCV Member Fund, L.P., By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**Signature of Reporting Person | Date | |
TCV VI Management, L.L.C., By: /s/ Frederic D. Fenton, Authorized Signatory | 11/14/2017 | |
**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) | Pursuant to an exchange agreement by and among the Issuer and the TCV VI Funds (as defined below), each share of Series B convertible preferred stock was exchanged for 1,090.9 shares of Common Stock and approximately $3,636.36 in cash. |
(2) | Technology Crossover Management VI, L.L.C. ("Management VI"), as the general partner of TCV VI, L.P. ("TCV VI") and a general partner of the TCV Member Fund, L.P. ("Member Fund" and, together with TCV VI, the "TCV VI Funds"), may be deemed to share beneficial ownership of the shares held by the TCV VI Funds. Management VI disclaims any such beneficial ownership, except to the extent of its pecuniary interest therein. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively, the "Management VI Members") are Class A Members of Management VI and limited partners of Member Fund and, in such capacity, each may be deemed to share beneficial ownership of the shares of Common Stock held by the TCV VI Funds. Additionally, each of the Management VI Members are Members of TCV VI Management, L.L.C. ("TCV VI Management") and, in such capacity, each may be deemed to share beneficial ownership of the shares of Common Stock held by TCV VI Management. |
(3) | (Continued from footnote 2) Each of the Management VI Members disclaims any such beneficial ownership except to the extent of their respective pecuniary interest therein. |
(4) | Each share of Series B convertible preferred stock was convertible at any time at the option of the holder into approximately 701.3 shares of Common Stock and had no expiration date. |