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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 | ||||||||
| Class B Common Stock (5) | (5) | 06/30/2016 | A | 81,978 (6) | (5) | (5) | Class A Common Stock | 81,978 | $ 69.35 (7) | 306,217 | I | By Andreessen Horowitz Fund III, L.P., As Nominee (2) | |||
| Class B Common Stock (5) | (5) | 06/30/2016 | C | 81,978 (1) | (5) | (5) | Class A Common Stock | 81,978 | $ 0 | 224,239 (8) | I | By Andreessen Horowitz Fund III, L.P., As Nominee (2) | |||
| Class B Common Stock (5) | (5) | 06/30/2016 | A | 56,735 (6) | (5) | (5) | Class A Common Stock | 56,735 | $ 69.35 (7) | 211,925 | I | By AH Parallel Fund III, L.P., As Nominee (3) | |||
| Class B Common Stock (5) | (5) | 06/30/2016 | C | 56,735 (1) | (5) | (5) | Class A Common Stock | 56,735 | $ 0 | 155,190 (8) | I | By AH Parallel Fund III, L.P., As Nominee (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL RD., STE. 101 MENLO PARK, CA 94025 |
X | |||
| /s/ Michael Johnson as attorney-in-fact for Marc L. Andreessen | 07/05/2016 | |
| **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) | The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis pursuant to an irrevocable commitment to convert such shares (the "Conversion Notice"). The Conversion Notice was delivered to the issuer in connection with a proposal to reclassify the issuer's capital stock, as further described in the issuer's definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2016. |
| (2) | The reporting person is one of the Managing Members of AH Equity Partners III, L.L.C., which is the General Partner of Andreessen Horowitz Fund III, L.P., as nominee ("AH Fund III"), and may be deemed to share voting and investment power over the securities held by AH Fund III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (3) | The reporting person is one of the Managing Members of AH Equity Partners III (Parallel), L.L.C., which is the General Partner of AH Parallel Fund III, L.P., as nominee ("AHPF III"), and may be deemed to share voting and investment power over the securities held by AHPF III. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (4) | The reporting person and JP Morgan Chase Bank, N.A. (successor-in-interest to J.P. Morgan Trust Company, N.A.) are the trustees of The Andreessen 1996 Living Trust. |
| (5) | The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date. |
| (6) | The holder became entitled to receive these shares on June 30, 2016 for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition of Oculus by the issuer (the "Merger"). Subject to achievement of the associated earnout milestones, the holder's right to receive these additional shares became irrevocable on July 21, 2014, the effective date of the Merger. |
| (7) | The value of these shares was established in the Merger Agreement. |
| (8) | Represents shares to be received by the holder in connection with the Merger, which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement. |