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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 B Convertible Preferred Stock | (1) | 06/05/2007 | C | 931,762 | (1) | (1) | Common Stock | 931,762 | $ 0 | 0 | I | See Footnote (3) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 907,498 | (1) | (1) | Common Stock | 907,498 | $ 0 | 0 | I | See Footnote (3) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 203,378 | (1) | (1) | Common Stock | 203,378 | $ 0 | 0 | I | See Footnote (3) | |||
Series B Convertible Preferred Stock Warrant (Right to Buy) | $ 6.375 | 06/05/2007 | X | 14,179 (4) | 05/04/2004 | (4) | Series B Convertible Preferred Stock | 14,179 | $ 0 | 0 | I | See Footnote (5) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | S | 6,027 (6) | (1) | (1) | Series B Convertible Preferred Stock | 6,027 | $ 15 | 8,152 | I | See Footnote (5) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | X | 8,152 | (1) | (1) | Common Stock | 8,152 | $ 0 | 8,152 | I | See Footnote (5) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 8,152 | (1) | (1) | Common Stock | 8,152 | $ 0 | 0 | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Canaan Equity Partners III LLC C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
CANAAN EQUITY III LP C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
CANAAN EQUITY III ENTREPRENEURS LLC C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
BALEN JOHN V C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
GREEN L STEPHEN C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
DEEPAK KAMRA C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
KOPCHINSKY GREGORY C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
RUDNICK SETH C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
RUSSO GUY M C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
YOUNG ERIC A C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X |
/s/ John D. Lambrech, as Attorney-in-fact | 06/07/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**Signature of Reporting Person | Date | |
John D. Lambrech, Attorney-in-Fact | 06/05/2007 | |
**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 B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, as applicable, automatically converted on a 1-for-1 basis into shares of Common Stock upon the closing of the Issuer?s initial public offering on June 5, 2007 and had no expiration date. |
(2) | Consists of 1,976,967 shares held of record by Canaan Equity III, L.P. and 73,823 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose. |
(3) | Consists of (i) 898,220 shares of Series B Convertible Preferred Stock, 874,830 shares of Series C Convertible Preferred Stock, and 196,058 shares of Series D Convertible Preferred Stock, as applicable, held of record by Canaan Equity III, L.P.; and (ii) 33,542 shares of Series B Convertible Preferred Stock, 32,668 shares of Series C Convertible Preferred Stock and 7,320 shares of Series D Convertible Preferred Stock, as applicable, held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of |
(4) | The warrants to purchase Series B Convertible Preferred Stock were automatically net exercised for shares of Series B Convertible Preferred Stock of the Issuer upon the closing of the Issuer?s initial public offering on June 5, 2007. |
(5) | Consists of 7,859 shares held of record by Canaan Equity III, L.P. and 293 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose. |
(6) | Represents 5,810 shares of Series B Convertible Preferred Stock held of record by Canaan Equity III, L.P. and 217 shares of Series B Convertible Preferred Stock held of record by Canaan Equity III Entrepreneurs, LLC disposed of in connection with the net exercise of the warrants. |