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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 Convertible Preferred Stock | (3) | 09/30/2010 | C | 3,179,674 | (3) | (3) | Common Stock | 3,179,674 | $ 0 | 0 | I | See Footnote (4) | |||
| Series B Convertible Preferred Stock | (5) | 09/30/2010 | C | 138,919 | (5) | (5) | Common Stock | 155,311 | $ 0 | 0 | I | See Footnote (4) | |||
| Series C Convertible Preferred Stock | (1) | 09/30/2010 | C | 419,687 | (1) | (1) | Common Stock | 419,687 | $ 0 | 0 | I | See Footnote (2) | |||
| Series A Convertible Preferred Stock | (3) | 09/30/2010 | C | 58,472 | (3) | (3) | Common Stock | 58,472 | $ 0 | 0 | D (6) | ||||
| Series B Convertible Preferred Stock | (5) | 09/30/2010 | C | 2,555 | (5) | (5) | Common Stock | 2,856 | $ 0 | 0 | D (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Khosla Ventures II, L.P. 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures Associates II, LLC 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures III, L.P. 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures Associates III, LLC 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X | |||
| VK Services, LLC 3000 SAND HILL ROAD BUILDING 3, SUITE 190 MENLO PARK, CA 94025 |
X | |||
| /s/ Khosla Ventures II, L.P., by Khosla Ventures Associates II, LLC, its General Partner | 09/30/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Khosla Ventures Associates II, LLC | 09/30/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Khosla Ventures III, L.P., by Khosla Ventures Associates III, LLC, its General Partner | 09/30/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Khosla Ventures Associates III, LLC | 09/30/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ VK Services, LLC, by Vinod Khosla, its Managing Director | 09/30/2010 | |
| **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) | Each share of the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| (2) | The securities are owned by Khosla Ventures III, L.P. ("Khosla III"). Khosla Ventures Associates III, LLC ("KVA III") is the general partner of Khosla III and possesses sole voting and investment control over the shares owned by Khosla III and may be deemed to have indirect beneficial ownership of the shares held by Khosla III. KVA III however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| (3) | Each share of the Issuer's Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| (4) | The securities are owned by Khosla Ventures II, L.P. ("Khosla II"). VK Services, LLC serves as the manager of Khosla Ventures Associates II, LLC ("KVA II"), which serves as the general partner of Khosla II, and VK Services, LLC possesses sole voting and investment control over the shares owned by Khosla II and may be deemed to have indirect beneficial ownership of the shares held by Khosla II. KVA II however owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
| (5) | Each share of the Issuer's Series B Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1 to 1.118 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| (6) | The securities are owned by VK Services, LLC. VK Services, LLC serves as the manager of KVA II. |
| Remarks: Exhibit List Exhibit 99 - Joint Filer Information | |