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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VENROCK ASSOCIATES IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
Venrock Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
Venrock Partners, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
Venrock Partners Management, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
VENROCK ENTREPRENEURS FUND IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
VEF Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**Signature of Reporting Person | Date | |
/s/ David L. Stepp, Authorized Signatory | 05/10/2011 | |
**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) | On May 6, 2011, Venrock Associates IV, L.P. ("VA4"), Venrock Partners, L.P. ("VP") and Venrock Entrepreneurs Fund IV, L.P. ("VEF4") (collectively, the "Venrock Funds") distributed an aggregate of 850,000 shares of the common stock of the Issuer to their respective partners pro rata based on their respective capital interests in the Venrock Funds (the "Distribution"). |
(2) | Following the Distribution, the Venrock Funds' shares are held as follows: 2,522,646 shares held by VA4, 514,445 shares held by VP and 61,979 shares held by VEF4. Venrock Management IV, LLC ("VM4"), Venrock Partners Management, LLC ("VPM") and VEF Management IV, LLC ("VEFM4") are the sole general partners of VA4, VP and VEF4, respectively. Anders Hove, a former director of the Issuer, is a member of VM4, VPM and VEFM4. Dr. Hove expressly disclaims beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of his indirect pecuniary interest therein. VM4, VPM and VEFM4 expressly disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interest therein. |
(3) | In the Distribution, VM4 received 9,225 shares, VPM recived 1,943 shares and VEFM4 received 125 shares. For these entities, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership. |