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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 D Preferred Stock | (2) | 09/26/2013 | C | 1,659,610 | (2) | (2) | Common Stock (1) | 1,659,610 | $ 0 | 0 | I | See FN (3) | |||
| Class B Common Stock | (4) | 09/26/2013 | J | 1,659,610 | (4) | (4) | Class A Common Stock | 1,659,610 | $ 0 | 1,659,610 | I | See FN (3) | |||
| Stock Option (Right to Buy) | $ 13 | 09/26/2013 | A | 6,730 | (5) | 09/26/2020 | Class A Common Stock | 6,730 | $ 0 | 6,730 | I | See FN (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| THEIS ROBERT I C/O SCALE VENTURE PARTNERS 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404 |
X | |||
| /s/ Robert Theis | 09/30/2013 | |
| **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) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013. |
| (2) | The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock, and had no expiration date. |
| (3) | The securities are held by Scale Venture Partners III, LP ("Scale Partners"). The General Partner of Scale Partners is Scale Venture Management III, LLC ("Scale Management III"). The Reporting Person is a managing member of Scale Management III and shares voting and investment power with respect to these shares with three other managing members of Scale Management III. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein. |
| (4) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock held by a shareholder will convert automatically into one share of Class A Common Stock upon (i) any transfer of such shares (subject to certain exceptions), or (ii) the death of a natural person holding such share. In addition, each share of Class B Common Stock outstanding will convert automatically into one share of Class A Common Stock upon (i) the date specified by the holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the seven-year anniversary of the closing date of the Issuer's initial public offering (subject to certain exceptions). |
| (5) | One-Sixth (1/6th) of the shares subject to the option vest on 10/26/2013 and 1/6th will vest on the 26th day of each month thereafter for the following 5 months. |
| (6) | Pursuant to the policies of Scale Partners and Scale Management III and Scale Management LLC ("Scale Management") the Reporting Person is deemed to hold the reported option for the benefit of Scale Management, and must exercise the option solely at the direction of Scale Partners and Scale Management III. Scale Management may be deemed the indirect beneficial owner of the option. The Reporting Person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. |