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 Preferred Stock | Â (1) | Â (1) | Existing Class A Common Stock | 8,283,181 | $ (1) | I | Directly owned by USVP IX (4) |
Series C Preferred Stock | Â (2) | Â (2) | Existing Class A Common Stock | 2,486,922 | $ (2) | I | Directly owned by USVP IX (4) |
Series D Preferred Stock | Â (3) | Â (3) | Existing Class A Common Stock | 943,672 | $ (3) | I | Directly owned by USVP IX (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Presidio Management Group IX, L.L.C. 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
U S Venture Partners IX L P 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
FEDERMAN IRWIN 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
LIDDLE DAVID E 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
Matteucci Paul A 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
ROOT JONATHAN D 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
Tansey Casey M 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
YOUNG PHILIP M 2735 SAND HILL ROAD MENLO PARK, CA 94025 |
 |  X |  |  |
Michael P. Maher, Attorney-in-Fact for each reporting person | 01/22/2015 | |
**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) | Subject to certain adjustments, the Series B Preferred Stock is convertible into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(2) | Subject to certain adjustments, the Series C Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(3) | Subject to certain adjustments, the Series D Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(4) | The shares are held of record by U.S. Venture Partners IX, L.P. ("USVP IX"). Presidio Management Group IX, LLC ("PMG IX") is the general partner of USVP IX and may be deemed to have sole voting and dispositive power over the shares held by USVP IX. Steven M. Krausz, a director of the Issuer, and each of Irwin Federman, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Casey M. Tansey, and Philip M. Young, are managing members of PMG IX, and may be deemed to share voting and dispositive power over the shares held by USVP IX. Such persons and entities disclaim beneficial ownership of shares held by USVP IX, except to the extent of any proportionate pecuniary interest therein. |