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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 | |
MARKS MICHAEL E C/O RW CAMERA HOLDINGS, LLC 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025 |
X | X | ||
RW Camera Holdings LLC 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025 |
X |
Eve T. Saltman, Attorney-in-Fact for Michael E. Marks | 03/02/2015 | |
**Signature of Reporting Person | Date | |
Thomas Smach, Chief Financial Officer and Director | 03/02/2015 | |
**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) | The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.00 to $45.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4. |
(2) | Riverwood Capital L.P. ("Riverwood LP"), a Cayman limited partnership, is the manager of RW Camera Holdings LLC ("RW Camera") and general partner of Riverwood Capital Partners L.P., Riverwood Capital Partners (Parallel-A) L.P. and Riverwood Capital Partners (Parallel-B) L.P. (collectively, the "Funds"). The Funds own a majority of the equity interests in RW Camera. Riverwood Capital GP Ltd., a Cayman company ("Riverwood GP"), is the general partner of Riverwood LP. |
(3) | Accordingly, each of Riverwood LP and Riverwood GP may be deemed to have beneficial ownership of the shares of the Issuer owned by RW Camera. Michael E. Marks is the Chief Executive Officer and a Director of Riverwood GP as well as a member of its Investment Committee. Each such person and entity disclaims beneficial ownership of shares held by RW Camera except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by such persons and entities for purposes of Section 16 or for any other purposes. |
(4) | The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $45.50 to $45.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4. |
(5) | RW Camera distributed these shares of Class A Common Stock to its equityholders pro rata in accordance with their interests in RW Camera. RW Camera is no longer a 10% Owner of the Issuer and this filing shall constitute an exit filing from Section 16 reporting requirements for RW Camera with respect to securities of the Issuer. |
(6) | Mr. Marks was awarded these shares of restricted Class A Common Stock in connection with his service on the board of directors of the Issuer. Pursuant to the terms of his arrangement with Riverwood Capital Management L.P. ("Riverwood Capital") and certain related entities, Mr. Marks is obligated to transfer such shares following vesting to Riverwood Capital. Mr. Marks disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Marks for purposes of Section 16 or for any other purposes. |