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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 A Preferred Stock | (1) | 07/19/2011 | C(1) | 7,443,035 | (1) | (1) | Class A Common Stock | 2,202,081 (1) | $ 0 (1) | 0 | I | TCV V, L.P. (2) | |||
Series A Preferred Stock | (1) | 07/19/2011 | C(1) | 143,171 | (1) | (1) | Class A Common Stock | 42,358 (1) | $ 0 (1) | 0 | I | TCV Member Fund, L.P. (3) | |||
Series B Preferred Stock | (1) | 07/19/2011 | C(1) | 1,115,967 | (1) | (1) | Class A Common Stock | 330,167 (1) | $ 0 (1) | 0 | I | TCV V, L.P. (2) | |||
Series B Preferred Stock | (1) | 07/19/2011 | C(1) | 21,964 | (1) | (1) | Class A Common Stock | 6,498 (1) | $ 0 (1) | 0 | I | TCV Member Fund, L.P. (3) | |||
Series C Preferred Stock | (1) | 07/19/2011 | C(1) | 4,963,603 | (1) | (1) | Class A Common Stock | 1,468,520 (1) | $ 0 (1) | 0 | I | TCV V, L.P. (2) | |||
Series C Preferred Stock | (1) | 07/19/2011 | C(1) | 97,537 | (1) | (1) | Class A Common Stock | 28,856 (1) | $ 0 (1) | 0 | I | TCV Member Fund, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | X | May be part of 13(g) group | |
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
TECHNOLOGY CROSSOVER MANAGEMENT V LLC C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
TCV V LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group | ||
TCV MEMBER FUND L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(g) group |
Frederic D. Fenton, Authorized signatory for Jay C. Hoag | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Richard H. Kimball | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for John L. Drew | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr. | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for William J.G. Griffith IV | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Technology Crossover Management V, L.L.C. | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for TCV V, L.P. | 07/21/2011 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P. | 07/21/2011 | |
**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 Preferred Stock converted into Class A Common Stock on a 3.38-to-1 basis upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering, and had no expiration date. Any fractional share resulting from the conversion was cashed out. |
(2) | These shares are directly held by TCV V, L.P. Each of Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
(3) | These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are (i) Class A Members of TCM V, which is a general partner of TCV Member Fund, L.P., and (ii) limited partners of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |