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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 A Redeemable Convertible Preferred Stock | (4) | 10/09/2007 | C | 382,353 (5) | (4) | (4) | Common Stock | 497,057 (6) | (11) | 0 | D (3) | ||||
| Series B Redeemable Convertible Preferred Stock | (4) | 10/09/2007 | C | 2,752,997 (7) | (4) | (4) | Common Stock | 3,578,899 (8) | (11) | 0 | D (3) | ||||
| Series C Redeemable Convertible Preferred Stock | (4) | 10/09/2007 | C | 272,532 (9) | (4) | (4) | Common Stock | 354,290 (10) | (11) | 0 | D (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036 |
X | |||
| MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV LP 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| MORGAN STANLEY DEAN WITTER VENTURE OFFSHORE INVESTORS IV LP 1585 BROADWAY NEW YORK, NY 10036 |
X | |||
| MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV L P 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| MSDW Venture Partners IV, Inc. 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| MSDW Venture Partners IV, LLC 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020 |
X | |||
| /s/ Chris O'Dell | 10/11/2007 | |
| **Signature of Reporting Person | Date | |
| /s/ Debra Abramovitz | 10/11/2007 | |
| **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) | Consists of 4,029,230 shares held directly by Morgan Stanley Dean Witter Venture Partners IV, L.P. ("MSVP IV, LP"), 467,454 shares held directly by Morgan Stanley Dean Witter Venture Investors IV, L.P. ("MSVI IV, LP") and 157,195 shares held directly by Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P. ("MSVOI IV, LP" and, together with MSVP IV, LP and MSVI IV, LP, the "Partnerships"). MSDW Venture Partners IV, LLC (the "General Partner") is the general partner of each of the Partnerships. MSDW Venture Partners IV, Inc. (the "Member") is the managing member of the General Partner and a wholly-owned subsidiary of Morgan Stanley. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (2) | Please see attached Joint Filer Information. The Reporting Person is filing solely in its capacity as parent of an indirect beneficial owner of securities held by one of its business units. |
| (3) | Except for MSDW Venture Partners IV, LLC, MSDW Venture Partners IV, Inc. and Morgan Stanley who hold the securities indirectly through the Partnerships. |
| (4) | Each share of Redeemable Convertible Preferred Stock represented herein immediately converted into 1.3 shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering on October 9, 2007. |
| (5) | Consists of 331,033 shares held directly by MSVP IV, LP, 38,405 shares held directly by MSVI IV, LP and 12,915 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (6) | Consists of 430,342 shares held directly by MSVP IV, LP, 49,926 shares held directly by MSVI IV, LP and 16,789 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (7) | Consists of 2,383,483 shares held directly by MSVP IV, LP, 276,523 shares held directly by MSVI IV, LP and 92,990 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (8) | Consists of 3,098,534 shares held directly by MSVP IV, LP, 359,479 shares held directly by MSVI IV, LP and 120,887 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. Because the Issuer determines the conversion of preferred shares on a per shareholder basis after aggregating each class of Preferred Stock held by each shareholder, the total amount of Common Stock received is four shares greater than would be determined if the shares were converted on a per-class basis, an immaterial amount. |
| (9) | Consists of 235,953 shares held directly by MSVP IV, LP, 27,374 shares held directly by MSVI IV, LP and 9,205 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (10) | Consists of 306,738 shares held directly by MSVP IV, LP, 35,586 shares held directly by MSVI IV, LP and 11,966 shares held directly by MSVOI IV, LP. The Reporting Person, the Member and the General Partner each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
| (11) | This filing is made to report the conversion of derivative securities, and therefore, per the instructions to Form 4, the price of those derivative securities is not being reported. |
| Remarks: Chris O'Dell is signing as authorized signatory for Morgan Stanley. Debra Abramovitz is signing as Executive Director of MSDW Venture Partners IV, Inc., managing member of the general partner of the Partnerships, for each of these entities. | |