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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 Convertible Preferred Stock | (1) | 04/27/2010 | C | 1,562,184 | (9) | (9) | Common Stock | 1,649,358 | $ 0 | 0 | I | See FN (2) | |||
| Series B Convertible Preferred Stock | (4) | 04/27/2010 | C | 1,121,866 | (9) | (9) | Common Stock | 1,121,866 | $ 0 | 0 | I | See FN (2) | |||
| Series C Convertible Preferred Stock | (6) | 04/27/2010 | C | 1,153,719 | (9) | (9) | Common Stock | 1,153,719 | $ 0 | 0 | I | See FN (2) | |||
| Series C-1 Convertible Preferred Stock | (8) | 04/27/2010 | C | 574,515 | (9) | (9) | Common Stock | 574,515 | $ 0 | 0 | I | See FN (2) | |||
| Stock Option (Right to Buy) | $ 11 | 04/27/2010 | A | 7,500 | (10) | 04/26/2020 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brooks Mark J 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404 |
X | X | ||
| /s/ Mark Brooks | 04/28/2010 | |
| **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) | Automatic conversion, in connection with the Issuer's initial public offering, of 1,562,184 shares of Series A Preferred Stock into 1,649,358 shares of common stock. |
| (2) | The shares are held by BAVP, LP ("BAVP"). The General Partner of BAVP is Scale Venture Management I, LLC ("Scale"). The Reporting Person is a managing member of Scale and shares voting and investment power with respect to these shares with three other managing members of Scale. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein. |
| (3) | Automatic conversion, in connection with the Issuer's initial public offering, of Series B Preferred Stock at a rate of 1-for-1, resulting in the issuance of 1,121,866 shares of common stock. |
| (4) | The Series B Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1. |
| (5) | Automatic conversion, in connection with the Issuer's initial public offering, of Series C Preferred Stock at a rate of 1-for-1, resulting in the issuance of 1,153,719 shares of common stock. |
| (6) | The Series C Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1. |
| (7) | Automatic conversion, in connection with the Issuer's initial public offering, of Series C-1 Preferred Stock at a rate of 1-for-1, resulting in the issuance of 574,515 shares of common stock. |
| (8) | The Series C-1 Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1. |
| (9) | The securities are preferred stock of the Issuer and do not have an expiration date. The securities automatically converted into common stock upon the closing of the Issuer's initial public offering. |
| (10) | The shares subject to the option vest and become exercisable at a rate of 25% on the first anniversary of the the vesting commencement date, and the remainder vest and become exercisable in equal monthly installments over the following 36 months. |