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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 C Convertible Preferred Stock | (1) | 04/25/2012 | C | 13,038,522 (1) | (1) | (1) | Common Stock | 4,346,174 | $ 0 | 0 | I | By Sequoia Capital X, LP (2) | |||
| Series C Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,162,517 (1) | (1) | (1) | Common Stock | 387,505 | $ 0 | 0 | I | By Sequoia Capital X Principals Fund, LP (3) | |||
| Series C Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,878,036 (1) | (1) | (1) | Common Stock | 626,012 | $ 0 | 0 | I | By Sequoia Technology Partners X, LP (4) | |||
| Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 3,212,319 (5) | (5) | (5) | Common Stock | 1,070,773 | $ 0 | 0 | I | By Sequoia Capital Franchise Fund, LP (6) | |||
| Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 438,044 (5) | (5) | (5) | Common Stock | 146,014 | $ 0 | 0 | I | By Sequoia Capital Franchise Partners, LP (7) | |||
| Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 2,960,080 (5) | (5) | (5) | Common Stock | 986,693 | $ 0 | 0 | I | By Sequoia Capital X, LP (2) | |||
| Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 263,921 (5) | (5) | (5) | Common Stock | 87,973 | $ 0 | 0 | I | By Sequoia Capital X Principals Fund, LP (3) | |||
| Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 426,363 (5) | (5) | (5) | Common Stock | 142,121 | $ 0 | 0 | I | By Sequoia Technology Partners X, LP (4) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 57,731 (8) | (8) | (8) | Common Stock | 19,243 | $ 0 | 0 | I | By Sequoia Capital Entrepreneurs Annex Fund, LP (9) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 2,082,824 (8) | (8) | (8) | Common Stock | 694,274 | $ 0 | 0 | I | By Sequoia Capital Franchise Fund, LP (6) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 284,021 (8) | (8) | (8) | Common Stock | 94,673 | $ 0 | 0 | I | By Sequoia Capital Franchise Partners, LP (7) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 1,385,549 (8) | (8) | (8) | Common Stock | 461,849 | $ 0 | 0 | I | By Sequoia Capital IX, LP (10) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 4,213,063 (8) | (8) | (8) | Common Stock | 1,404,354 | $ 0 | 0 | I | By Sequoia Capital X, LP (2) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 375,638 (8) | (8) | (8) | Common Stock | 125,212 | $ 0 | 0 | I | By Sequoia Capital X Principals Fund, LP (3) | |||
| Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 606,839 (8) | (8) | (8) | Common Stock | 202,279 | $ 0 | 0 | I | By Sequoia Technology Partners X, LP (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOGUEN MICHAEL L C/O SEQUOIA CAPITAL 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025 |
X | X | ||
| /s/ Melinda Dunn, by power of attorney for Michael Goguen | 04/27/2012 | |
| **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 Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
| (2) | The reporting person is a Managing Member of SC X Management LLC ("SC X Management"), the General Partner of Sequoia Capital X, LP ("SC X"), and may be deemed to share voting and dispositive power with respect to the shares held by SC X. The reporting person disclaims beneficial ownership of 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 a Managing Member of SC X Management, the Managing Member of Sequoia Capital X Principals Fund, LLC ("SC X PF"), and may be deemed to share voting and dispositive power with respect to the shares held by SC X PF. The reporting person disclaims beneficial ownership of 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 is a Managing Member of SC X Management, the General Partner of Sequoia Technology Partners X, LP ("STP X"), and may be deemed to share voting and dispositive power with respect to the shares held by STP X. The reporting person disclaims beneficial ownership of 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. |
| (5) | Each share of the issuer's Series D Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
| (6) | The reporting person is a Managing Member of SCFF Management, LLC ("SCFF LLC"), the General Partner of Sequoia Capital Franchise Fund, LP ("SCFF"), and may be deemed to share voting and dispositive power with respect to the shares held by SCFF. The reporting person disclaims beneficial ownership of 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. |
| (7) | The reporting person is a Managing Member of SCFF LLC, the General Partner of Sequoia Capital Franchise Partners, LP ("SCFP"), and may be deemed to share voting and dispositive power with respect to the shares held by SCFP. The reporting person disclaims beneficial ownership of 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. |
| (8) | Each share of the issuer's Series E Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
| (9) | The reporting person is a Managing Member of SC IX.I Management, LLC ("SC IX.I Management"), the General Partner of Sequoia Capital Entrepreneurs Annex Fund, LP ("SC Annex"), and may be deemed to share voting and dispositive power with respect to the shares held by SC Annex. The reporting person disclaims beneficial ownership of 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. |
| (10) | The reporting person is a Managing Member of SC IX.I Management, the General Partner of Sequoia Capital IX, LP ("SC IX"), and may be deemed to share voting and dispositive power with respect to the shares held by SC IX. The reporting person disclaims beneficial ownership of 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. |