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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) | 01/29/2014 | C | 3,385,890 | (3) | (4) | Common Stock | 3,385,890 | (1) | 0 | I | See Footnote (2) | |||
Series A-1 Convertible Preferred Stock | (1) | 01/29/2014 | C | 875,199 | (3) | (4) | Common Stock | 875,199 | (1) | 0 | I | See Footnote (2) | |||
Series B Convertible Preferred Stock | (1) | 01/29/2014 | C | 728,119 | (3) | (4) | Common Stock | 728,119 | (1) | 0 | I | See Footnote (2) | |||
Series C Convertible Preferred Stock | (1) | 01/29/2014 | C | 199,399 | (3) | (4) | Common Stock | 199,399 | (1) | 0 | I | See Footnote (2) | |||
Series D Convertible Preferred Stock | (1) | 01/29/2014 | C | 45,734 | (3) | (4) | Common Stock | 45,734 | (1) | 0 | I | See Footnote (2) | |||
Series E Convertible Preferred Stock | (1) | 01/29/2014 | C | 76,680 | (3) | (4) | Common Stock | 76,680 | (1) | 0 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MATRIX PARTNERS VII LP ET AL MATRIX PARTNERS 101 MAIN STREET, 17TH FLOOR CAMBRIDGE, MA 02142 |
X |
/s/ Antonio L. Rodriguez Managing Member | 01/29/2014 | |
**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 share of Series A Convertible Preferred, Series A-1 Convertible Preferred, Series B Convertible Preferred, Series C Convertible Preferred, Series D Convertible Preferred and Series E Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock upon the consummation of the Issuer's initial public offering. |
(2) | All shares are held by Matrix Partners VII, L.P. ("Matrix Partners VII"). Matrix VII Management Co. L.L.C. ("Matrix VII Management") is the General Partner of the aforementioned entity and disclaims beneficial ownership of the shares owned by Matrix Partners VII except to the proportionate pecuniary interest therein. |
(3) | The Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically convert into shares of Issuer's Common Stock on a 1:1 basis upon the completion of Issuer's initial public offering. |
(4) | The expiration date is not relevant to the conversion of these securities. |