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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) | 11/04/2013 | C | 7,033,333 | (1) | (1) | Common Stock | 1,758,333 | $ 0 | 0 | I | KPCB Holdings, Inc., As Nominee (2) | |||
Series B Convertible Preferred Stock | (1) | 11/04/2013 | C | 4,016,000 | (1) | (1) | Common Stock | 1,004,000 | $ 0 | 0 | I | KPCB Holdings, Inc., As Nominee (2) | |||
Series C Convertible Preferred Stock | (1) | 11/04/2013 | C | 3,158,385 | (1) | (1) | Common Stock | 789,596 | $ 0 | 0 | I | KPCB Holdings, Inc., As Nominee (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BYERS BROOK H 7000 SHORELINE COURT SUITE 250 SOUTH SAN FRANCISCO, CA 94080 |
X | X |
/s/ Karen Wright, as Attorney-in-Fact | 11/04/2013 | |
**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) | Each outstanding share of convertible preferred stock automatically converted into 0.25 shares of common stock upon closing of the Issuer's initial public offering and has no expiration date. |
(2) | Consists of shares beneficially owned by Kleiner Perkins Caufield & Byers XII, LLC, or KPCB XII; shares beneficially owned by KPCB XII Founders Fund, LLC, or KPCB XII FF; shares beneficially owned by the Reporting Person; shares beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB XII and KPCB XII FF is KPCB XII Associates, LLC ("KPCB XII Associates"). The Reporting Person along with the other managers of KPCB XII Associates, exercise shared voting and dispositive power over the shares directly held by KPCB XII and KPCB XII FF. |