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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.7)*
Cytokinetics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23282W100
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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1 |
Name of Reporting Sevin Rosen Fund VI L.P. (SR VI) Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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Name of Reporting Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting SRB Associates VIII L.P. (SRB VIII) Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Jon W. Bayless (Bayless) Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Stephen M. Dow (Dow) Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Charles H. Phipps (Phipps) Tax ID Number: | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Jackie R. Kimzey (Kimzey) Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Alan R. Schuele (Schuele) Tax ID Number: | |||
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Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
This Amendment No. 7 amends the Statement on Schedule 13G/A previously filed by Sevin Rosen Fund VI L.P., a Delaware limited partnership; Sevin Rosen VI Affiliates Fund L.P., a Delaware limited partnership; SRB Associates VI L.P., a Delaware limited partnership; Sevin Rosen Fund VII L.P., a Delaware limited partnership; Sevin Rosen VII Affiliates Fund L.P., a Delaware limited partnership; SRB Associates VII L.P., a Delaware limited partnership; Sevin Rosen Fund VIII L.P., a Delaware limited partnership; Sevin Rosen VIII Affiliates Fund L.P., a Delaware limited partnership; SRB Associates VIII L.P., a Delaware limited partnership; Jon W. Bayless; Stephen L. Domenik; Stephen M. Dow; John V. Jaggers; Charles H. Phipps; Jackie R. Kimzey; and Alan R. Schuele. The foregoing entities and individuals are collectively referred to as the Reporting Persons. Only those items as to which there has been a change are included in this Amendment No. 7.
Item 2(a). |
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Name of Persons Filing This Statement is filed by Sevin Rosen Fund VI L.P., a Delaware limited partnership (SR VI); Sevin Rosen VI Affiliates Fund L.P., a Delaware limited partnership (SR VI A); SRB Associates VI L.P., a Delaware limited partnership (SRB VI); Sevin Rosen Fund VII L.P., a Delaware limited partnership (SR VII); Sevin Rosen VII Affiliates Fund L.P., a Delaware limited partnership (SR VII A); SRB Associates VII L.P., a Delaware limited partnership (SRB VII); Sevin Rosen Fund VIII L.P., a Delaware limited partnership (SR VIII); Sevin Rosen VIII Affiliates Fund L.P., a Delaware limited partnership (SR VIII A); SRB Associates VIII L.P., a Delaware limited partnership (SRB VIII); Jon W. Bayless (Bayless); Stephen L. Domenik (Domenik); Stephen M. Dow (Dow); John V. Jaggers (Jaggers); Charles H. Phipps (Phipps); Jackie R. Kimzey (Kimzey); and Alan R. Schuele (Schuele). The foregoing entities and individuals are collectively referred to as the Reporting Persons.
SRB VI, the general partner of SR VI and SR VI A, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SR VI and SR VI A. Bayless, Domenik, Dow, Jaggers and Phipps are general partners of SRB VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SR VI and SR VI A.
SRB VII, the general partner of SR VII and SR VII A, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SR VII and SR VII A. Bayless, Domenik, Dow, Jaggers, Phipps, and Kimzey are general partners of SRB VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SR VII and SR VII A.
SRB VIII, the general partner of SR VIII and SR VIII A, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SR VIII and SR VIII A. Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, and Schuele are general partners of SRB VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SR VIII and SR VIII A. |
Item 4. |
Ownership | ||
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The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2011: | ||
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(a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |
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(b) |
Percent of class: See Row 11 of cover page for each Reporting Person. | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
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(ii) |
Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
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(iii) |
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
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(iv) |
Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
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Item 5 |
Ownership of 5 Percent or Less of Class | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2012 |
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SEVIN ROSEN FUND VI L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VI L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN VI AFFILIATES FUND L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VI L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SRB ASSOCIATES VI L.P. |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN FUND VII L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN VII AFFILIATES FUND L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SRB ASSOCIATES VII L.P. |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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General Partner |
SEVIN ROSEN FUND VIII L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN VIII AFFILIATES FUND L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SRB ASSOCIATES VIII L.P. |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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General Partner |
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JON W. BAYLESS |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN M. DOW |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN L. DOMENIK |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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JOHN V. JAGGERS |
/s/ John V. Jaggers |
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Signature |