CUSIP
NO. 85228F202
|
13
G
|
Page 2
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
ATA
Ventures II, L.P. (“ATA Ventures II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,800,216
shares, consisting of (i) 1,213,452 shares of common stock, (ii) a warrant
to purchase 118,209 shares of common stock (the “Ventures Warrant”), and
(iii) up to 1,643,636 shares of common stock issuable upon the optional
conversion of that certain convertible note (the “Ventures Note”), such
that after giving effect to any such optional conversion, ATA Ventures II
and its affiliates would beneficially own no more than 9.99% of
the Issuer’s shares of common stock outstanding. ATA Management II, LLC
(“ATA Management II”), the general partner of ATA Ventures II, may be
deemed to have sole power to vote these shares, and Hatch Graham
(“Graham”), Michio Fujimura (“Fujimura”) and T. Peter Thomas (“Thomas”),
the managing directors of ATA Management II, may be deemed to have shared
power to vote these shares.
|
6
|
SHARED
VOTING POWER
|
|
See
response to row 5.
|
||
7
|
SOLE
DISPOSITIVE POWER
|
|
1,800,216
shares, consisting of (i) 1,213,452 shares of common stock, (ii) the
Ventures Warrant and (iii) the Ventures Note. ATA Management II, the
general partner of ATA Ventures II, may be deemed to have sole power to
dispose of these shares, and Graham, Fujimura and Thomas, the managing
directors of ATA Management II, may be deemed to have shared power to
dispose of these shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
1,800,216
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.8%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
PN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 3
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
ATA
Affiliates Fund II, L.P. (“ATA Affiliates
II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
26,562
shares consisting of (i) 18,122 shares of common stock, (ii) a warrant to
purchase 1,730 shares of common stock (the “ Affiliates Warrant”), and
(iii) up to 24,049 shares of common stock issuable upon the optional
conversion of that certain convertible note (the “ Affiliates Note”), such
that after giving effect to any such optional conversion, ATA Affiliates
II and its affiliates would beneficially own no more than
9.99% of the Issuer’s shares of common stock outstanding. ATA
Management II, the general partner of ATA Affiliates II, may be deemed to
have sole power to vote these shares, and Graham, Fujimura and Thomas, the
managing directors of ATA Management II, may be deemed to have shared
power to vote these shares.
|
6
|
SHARED
VOTING POWER
|
|
See
response to row 5.
|
||
7
|
SOLE
DISPOSITIVE POWER
|
|
26,562
shares, consisting of (i) 18,122 shares of common stock, (ii) the
Affiliates Warrant and (iii) the Affiliates Note. ATA Management II, the
general partner of ATA Affiliates II, may be deemed to have sole power to
dispose of these shares, and Graham, Fujimura and Thomas, the managing
directors of ATA Management II, may be deemed to have shared power to
dispose of these shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row
7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
26,562
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.2%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
PN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 4
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
ATA
Investment Fund II, L.P. (“ATA Investment II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
5,283
shares consisting of (i) 3,625 shares of common stock, (ii) a warrant to
purchase 343 shares of common stock (the “Investment Warrant”), and (iii)
up to 4,765 shares of common stock issuable upon the optional conversion
of that certain convertible note (the “Investment Note”), such that after
giving effect to any such optional conversion, ATA Investment II and its
affiliates would beneficially own no more than 9.99% of the Issuer’s
shares of common stock outstanding. ATA Management II, the general partner
of ATA Ventures II, may be deemed to have sole power to vote these shares,
and Graham, Fujimura and Thomas, the managing directors of ATA Management
II, may be deemed to have shared power to vote these
shares.
|
6
|
SHARED
VOTING POWER
|
|
See
response to row 5.
|
||
7
|
SOLE
DISPOSITIVE POWER
|
|
5,283
shares, consisting of (i) 3,625 shares of common stock, (ii) the
Investment Warrant and (iii) the Investment Note. ATA Management II, the
general partner of ATA Investment II, may be deemed to have sole power to
dispose of these shares, and Graham, Fujimura and Thomas, the managing
directors of ATA Management II, may be deemed to have shared power to
dispose of these shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
5,283
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.1%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
PN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 5
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
ATA
Management II, LLC
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) warrants to
purchase 120,282 shares of the common stock, held directly by ATA Ventures
II, ATA Affiliates II and ATA Investment II (the “ATA Warrants”), and
(iii) up to 1,672,450 shares of the common stock issuable upon the
optional conversion of those certain convertible notes held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II (the “ ATA
Notes”), such that after giving effect to any such optional conversion,
ATA Management II and its affiliates would beneficially own no more than
9.99% of the Issuer’s shares of common stock outstanding. ATA
Management II, the general partner of ATA Ventures II, ATA Affiliates II
and ATA Investment II, may be deemed to have sole power to vote these
shares, and Graham, Fujimura and Thomas, the managing directors of ATA
Management II, may be deemed to have shared power to vote these
shares.
|
6
|
SHARED
VOTING POWER
|
|
See
response to row 5.
|
||
7
|
SOLE
DISPOSITIVE POWER
|
|
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the
general partner of ATA Ventures II, ATA Affiliates II and ATA Investment
II, may be deemed to have sole power to dispose of these shares, and
Graham, Fujimura and Thomas, the managing directors of ATA Management II,
may be deemed to have shared power to dispose of these
shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
1,832,061
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
9.9%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
OO
|
CUSIP
NO. 85228F202
|
13
G
|
Page 6
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
Hatch
Graham
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a) ¨
|
(b) x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
6
|
SHARED
VOTING POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Graham, a managing director
of ATA Management II, may be deemed to have shared power to vote these
shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
|
|
0
shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
|
|
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Graham, a managing director
of ATA Management II, may be deemed to have shared power to dispose of
these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
1,832,061
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.9%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 7
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
Michio
Fujimura
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a)
¨
|
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Japanese
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
6
|
SHARED
VOTING POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Fujimura, a managing director
of ATA Management II, may be deemed to have shared power to vote these
shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Fujimura, a managing director
of ATA Management II, may be deemed to have shared power to dispose of
these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
1,832,061
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.9%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 8
of 14
|
1
|
NAME
OF REPORTING PERSONS
|
||
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
|
|||
T.
Peter Thomas
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
(a)
¨
|
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
shares.
|
6
|
SHARED
VOTING POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Thomas, a managing director
of ATA Management II, may be deemed to have shared power to vote these
shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
0
shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
1,832,061
shares consisting of (i) 1,235,199 shares of common stock held directly by
ATA Ventures II, ATA Affiliates II and ATA Investment II, (ii) the ATA
Warrants, and (iii) the ATA Notes. ATA Management II, the general partner
of ATA Ventures II, ATA Affiliates II and ATA Investment II, may be deemed
to have sole power to vote these shares, and Thomas, a managing director
of ATA Management II, may be deemed to have shared power to dispose of
these shares.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
|
|
REPORTING
PERSON
|
1,832,061
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
|
EXCLUDES
CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.9%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
IN
|
CUSIP
NO. 85228F202
|
13
G
|
Page 9
of 14
|
ITEM
1(A).
|
NAME OF
ISSUER
|
|
St.
Bernard Software, Inc.
|
ITEM
1(B).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
|
|
15015
Avenue of Science
|
|
San
Diego, CA 92128
|
ITEM
2(A).
|
NAME OF PERSONS
FILING
|
|
This
Schedule 13G is filed by ATA Ventures II, L.P., a Delaware limited
partnership (“ATA Ventures II”), ATA Affiliates Fund II, L.P., a Delaware
limited partnership (“ATA Affiliates II”), ATA Investment Fund II, L.P., a
Delaware limited partnership (“ATA Investment II”) and ATA Management II,
LLC, a Delaware limited liability company (“ATA Management II”) and Hatch
Graham (“Graham”), Michio Fujimura (“Fujimura”) and T. Peter Thomas
(“Thomas”). The foregoing entities and individuals are
collectively referred to as the “Reporting
Persons.”
|
|
ATA
Management II, the general partner of ATA Ventures II, ATA Affiliates II
and ATA Investment II, may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by ATA Ventures
II, ATA Affiliates II and ATA Investment II. Graham, Fujimura
and Thomas are managing directors of ATA Management II and may be deemed
to have sole power to vote and sole power to dispose of shares of the
issuer directly owned by of ATA Ventures II, ATA Affiliates II and ATA
Investment II.
|
ITEM
2(B).
|
ADDRESS OF PRINCIPAL
BUSINESS OFFICE
|
ITEM
2(C)
|
CITIZENSHIP
|
|
ATA
Ventures II, ATA Affiliates II and ATA Investment II are Delaware limited
partnerships. ATA Management II is a Delaware limited liability
company. Graham and Thomas are United States
citizens. Fujimura is a Japanese
citizen.
|
ITEM
2(D) AND (E).
|
TITLE OF CLASS OF
SECURITIES AND CUSIP NUMBER
|
|
Common
Stock
|
|
CUSIP
# 85228F202
|
ITEM
3.
|
Not
Applicable.
|
CUSIP
NO. 85228F202
|
13
G
|
Page 10
of 14
|
ITEM
4.
|
OWNERSHIP
|
|
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
|
(a)
|
Amount beneficially
owned:
|
|
See
Row 9 of cover page for each Reporting
Person.
|
|
(b)
|
Percent of
Class:
|
|
See
Row 11 of cover page for each Reporting
Person.
|
|
(c)
|
Number of shares as to
which such person has:
|
|
(i)
|
Sole power to vote or
to direct the vote:
|
|
See
Row 5 of cover page for each Reporting
Person.
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
|
(iii)
|
Sole power to dispose
or to direct the disposition
of:
|
|
(iv)
|
Shared power to
dispose or to direct the disposition
of:
|
|
See
Row 8 of cover page for each Reporting
Person.
|
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS
|
|
Not
applicable.
|
ITEM
6.
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
|
|
Under
certain circumstances, set forth in the limited partnership agreements of
ATA Ventures II, ATA Affiliates II and ATA Investment II, and the limited
liability company agreement of ATA Management II, the general and limited
partners or members, as the case may be, of each of such entities may be
deemed to have the right to receive dividends from, or the proceeds from,
the sale of shares of the issuer owned by each such entity of which they
are a partner.
|
ITEM
7.
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
|
Not
applicable.
|
ITEM
8.
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP.
|
|
Not
applicable.
|
CUSIP
NO. 85228F202
|
13
G
|
Page 11
of 14
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP.
|
|
Not
applicable.
|
ITEM
10.
|
CERTIFICATION.
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
CUSIP
NO. 85228F202
|
13
G
|
Page 12
of 14
|
ATA
VENTURES II, L.P., by its General Partner
|
|
ATA
Management II, LLC
|
|
ATA
AFFILIATES FUND II, L.P., by its General Partner
|
|
ATA
Management II, LLC
|
|
ATA
INVESTMENT FUND II, L.P., by its General Partner
|
|
ATA
Management II, LLC
|
|
ATA
MANAGEMENT II, LLC
|
|
By:
|
/s/ Hatch Graham
|
Hatch
Graham, Managing Director
|
|
GRAHAM
|
|
By:
|
/s/ Hatch Graham
|
Hatch
Graham
|
|
FUJIMURA
|
|
By:
|
/s/ Michio Fujimura
|
Michio
Fujimura
|
|
THOMAS
|
|
By:
|
/s/ T. Peter Thomas
|
T.
Peter
Thomas
|
CUSIP
NO. 85228F202
|
13
G
|
Page 13
of 14
|
Found
on
Sequentially
|
|||
Exhibit
|
Numbered Page
|
||
Exhibit
A: Agreement of Joint Filing
|
14 |
CUSIP
NO. 85228F202
|
13
G
|
Page 14
of 14
|