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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 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 Preferred | (1) | 10/21/2014 | C | 1,278,935 | (1) | (1) | Common Stock | 1,278,935 | $ 0 | 0 | I | see footnote (2) | |||
Series B Preferred | (1) | 10/21/2014 | C | 623,863 | (1) | (1) | Common Stock | 623,863 | $ 0 | 0 | I | see footnote (2) | |||
Series A Preferred | (1) | 10/21/2014 | C | 3,115 | (1) | (1) | Common Stock | 3,115 | $ 0 | 0 | I | see footnote (3) | |||
Series B Preferred | (1) | 10/21/2014 | C | 1,519 | (1) | (1) | Common Stock | 1,519 | $ 0 | 0 | I | see footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAG Ventures Management V, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
Cadeddu John J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
Goodrich R. Thomas 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
Pianim Nicholas K. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
Chung Young J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
Williams Greg 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
DAG Ventures V-QP, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X | |||
DAG Ventures V, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301 |
X |
/s/ Joseph J. Zanone by power of attorney | 10/23/2014 | |
**Signature of Reporting Person | Date | |
John Cadeddu | 10/23/2014 | |
**Signature of Reporting Person | Date | |
Thomas R. Goodrich | 10/23/2014 | |
**Signature of Reporting Person | Date | |
Nicholas K. Pianim | 10/23/2014 | |
**Signature of Reporting Person | Date | |
Young J. Chung | 10/23/2014 | |
**Signature of Reporting Person | Date | |
Greg Williams | 10/23/2014 | |
**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) | All outstanding shares of the Issuer's preferred stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering for no additional consideration and had no expiration date. |
(2) | The shares are held by DAG Ventures V-QP, L.P. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V-QP, L.P. ("DAG V-QP"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V-QP and may be deemed to have indirect beneficial ownership of the securities held by DAG V-QP. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu, Chung, Goodrich, Pianim and Williams are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V-QP. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V-QP except to the extent of his or its proportionate pecuniary interest therein. |
(3) | The shares are held by DAG Ventures V, L.P. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V, L.P. ("DAG V"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V and may be deemed to have indirect beneficial ownership of the securities held by DAG V. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu, Chung, Goodrich, Pianim and Williams are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V except to the extent of his or its proportionate pecuniary interest therein. |